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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________
FORM 10-Q
______________________________________________________________
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 001-37875
_____________________________________________________________
FB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________________________________
Tennessee62-1216058
( State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
211 Commerce Street, Suite 300
Nashville, Tennessee
37201
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (615) 564-1212
___________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)  Name of each exchange on which registered 
Common Stock, Par Value $1.00 Per Share FBK  New York Stock Exchange 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒  Accelerated filer ☐
Non-accelerated filer ☐  Small reporting company ☐
Emerging growth company ☐    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of registrant’s Common Stock outstanding as of May 9, 2022 was 47,234,776.
1

Table of Contents
Page
PART I.
Item 1.
10
Item 2.
Item 3.
Item 4.
Part II.
Item 1.
Item 1A.
Item 2.
Item 6.



2

GLOSSARY OF ABBREVIATIONS AND ACRONYMS
As used in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (this "Report"), references to “we,” “our,” “us,” “FB Financial,” or “the Company” refer to FB Financial Corporation, a Tennessee corporation, and our wholly-owned banking subsidiary, FirstBank, a Tennessee state-chartered bank, unless otherwise indicated or the context otherwise requires. References to “Bank” or “FirstBank” refer to FirstBank, our wholly-owned banking subsidiary.
The acronyms and abbreviations identified below are used in the Notes to the Consolidated Financial Statements (Unaudited) as well as in the Management’s discussion and analysis of financial condition and results of operations. You may find it helpful to refer to this page as you read this Report.

ACLAllowance for credit lossesGNMAGovernment National Mortgage Association
AFSAvailable-for-saleIRLCInterest rate lock commitment
ALCOAsset Liability Management CommitteeLIBORLondon Interbank Offered Rate
AOCI
Accumulated other comprehensive income
LTIPLong-term incentive plan
ASCAccounting Standard CodificationMBSMortgage‑backed securities
ASUAccounting Standard UpdateMSRMortgage servicing rights
CAAConsolidated Appropriations ActNIMNet interest margin
CARESCoronavirus Aid, Relief, and Economic Security ActOREOOther real estate owned
CECLCurrent expected credit lossesPCDPurchased credit deteriorated
CEOChief Executive OfficerPPPPaycheck Protection Program
CET1Common Equity Tier 1PSUPerformance-based restricted stock units
COVID-19Coronavirus pandemicREITReal estate investment trust
CPRConditional prepayment rateROAAReturn on average total assets
CRECommercial real estateROAEReturn on average shareholders' equity
EPSEarnings per shareROATCEReturn on average tangible common equity
ESPPEmployee Stock Purchase PlanROURight-of-use
EVEEconomic value of equityRSURestricted stock units
FASBFinancial Accounting Standards BoardSBASmall Business Administration
FDICFederal Deposit Insurance CorporationSDN List
Specially Designated Nationals and Blocked Persons
Federal Reserve
Board of Governors of the Federal Reserve
   System
SECU.S. Securities and Exchange Commission
FHLBFederal Home Loan BankSOFRSecured overnight financing rate
FHLMCFederal Home Loan Mortgage CorporationTDFITennessee Department of Financial Institutions
FNMAFederal National Mortgage AssociationTDRTroubled debt restructuring
GAAPU.S. generally accepted accounting principles
3
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
FB Financial Corporation and subsidiaries
Consolidated balance sheets
(Amounts are in thousands except share and per share amounts) 


 March 31,December 31,
 2022 (Unaudited)2021 
ASSETS  
Cash and due from banks$61,637 $91,333 
Federal funds sold and reverse repurchase agreements
134,763 128,087 
Interest-bearing deposits in financial institutions1,546,911 1,578,320 
Cash and cash equivalents1,743,311 1,797,740 
Investments:
Available-for-sale debt securities, at fair value1,683,525 1,678,525 
Equity securities, at fair value3,213 3,367 
Federal Home Loan Bank stock, at cost34,433 32,217 
Loans held for sale, at fair value396,728 752,223 
Loans8,004,976 7,604,662 
Less: allowance for credit losses120,049 125,559 
Net loans7,884,927 7,479,103 
Premises and equipment, net142,550 143,739 
Other real estate owned, net9,721 9,777 
Operating lease right-of-use assets41,037 41,686 
Interest receivable39,069 38,528 
Mortgage servicing rights, at fair value144,675 115,512 
Goodwill242,561 242,561 
Core deposit and other intangibles, net15,709 16,953 
Bank-owned life insurance74,232 73,519 
Other assets218,500 172,236 
Total assets$12,674,191 $12,597,686 
LIABILITIES
Deposits
Noninterest-bearing$2,787,698 $2,740,214 
Interest-bearing checking3,639,779 3,418,666 
Money market and savings3,513,485 3,546,936 
Customer time deposits1,046,899 1,103,594 
Brokered and internet time deposits8,417 27,487 
Total deposits10,996,278 10,836,897 
Borrowings155,733 171,778 
Operating lease liabilities45,528 46,367 
Accrued expenses and other liabilities96,783 109,949 
Total liabilities11,294,322 11,164,991 
Commitments and contingencies (Note 16)
SHAREHOLDERS' EQUITY
Common stock, $1 par value per share; 75,000,000 shares authorized;
    47,487,874 and 47,549,241 shares issued and outstanding at
    March 31, 2022 and December 31, 2021, respectively
47,488 47,549 
Additional paid-in capital888,168 892,529 
Retained earnings515,664 486,666 
Accumulated other comprehensive (loss) income, net(71,544)5,858 
Total FB Financial Corporation common shareholders' equity1,379,776 1,432,602 
Noncontrolling interest93 93 
Total equity1,379,869 1,432,695 
Total liabilities and shareholders' equity$12,674,191 $12,597,686 
See the accompanying notes to the consolidated financial statements.
4

FB Financial Corporation and subsidiaries
Consolidated statements of income
(Unaudited)
(Amounts are in thousands except share and per share amounts)

5
 Three Months Ended March 31,
 2022 2021 
Interest income:  
Interest and fees on loans$86,864 $89,412 
Interest on securities
Taxable5,420 2,819 
Tax-exempt1,866 1,956 
Other977 598 
Total interest income95,127 94,785 
Interest expense:
Deposits5,462 9,826 
Borrowings1,483 2,383 
Total interest expense6,945 12,209 
Net interest income88,182 82,576 
Provision for credit losses(6,129)(11,632)
Provision for credit losses on unfunded commitments1,882 (2,222)
Net interest income after provisions for credit losses92,429 96,430 
Noninterest income:
Mortgage banking income29,531 55,332 
Service charges on deposit accounts2,914 2,339 
ATM and interchange fees5,087 4,341 
Investment services and trust income2,132 2,008 
(Loss) gain from securities, net(152)83 
(Loss) gain on sales or write-downs of other real estate owned(498)496 
Gain (loss) from other assets64 (11)
Other income2,314 2,142 
Total noninterest income41,392 66,730 
Noninterest expenses:
Salaries, commissions and employee benefits59,443 64,571 
Occupancy and equipment expense5,403 5,849 
Legal and professional fees2,607 2,434 
Data processing 2,481 2,319 
Amortization of core deposit and other intangibles1,244 1,440 
Advertising4,033 2,253 
Other expense14,061 15,832 
Total noninterest expense89,272 94,698 
Income before income taxes44,549 68,462 
Income tax expense9,313 15,588 
Net income applicable to FB Financial Corporation
    and noncontrolling interest		35,236 52,874 
Net income applicable to noncontrolling interest— — 
Net income applicable to FB Financial Corporation$35,236 $52,874 
Earnings per common share
Basic$0.74 $1.12 
Diluted$0.74 $1.10 
See the accompanying notes to the consolidated financial statements.
5

FB Financial Corporation and subsidiaries
Consolidated statements of comprehensive (loss) income  
(Unaudited)
(Amounts are in thousands)

 Three Months Ended March 31,
 2022 2021 
Net income$35,236 $52,874 
Other comprehensive loss, net of tax:
Net change in unrealized loss in available-for-sale
securities, net of tax benefits of $(27,483) and $(3,452)
(78,175)(11,848)
Reclassification adjustment for gain on sale of securities
included in net income, net of tax expenses of $1 and $2
(1)(5)
Net change in unrealized gain in hedging activities, net of tax
    expenses of $273 and $112
774 316 
Total other comprehensive loss, net of tax(77,402)(11,537)
Comprehensive (loss) income(42,166)41,337 
Comprehensive income applicable to noncontrolling interest— — 
Comprehensive (loss) income applicable to FB Financial Corporation$(42,166)$41,337 
See the accompanying notes to the consolidated financial statements.
6

FB Financial Corporation and subsidiaries
Consolidated statements of changes in shareholders’ equity
(Unaudited)
(Amounts are in thousands except per share amounts)

Common
stock		Additional
paid-in
capital		Retained
earnings		Accumulated
other
comprehensive
income (loss), net		Total common
shareholders' equity		Noncontrolling interestsTotal shareholders' equity
Balance at December 31, 2020$47,222 $898,847 $317,625 $27,595 $1,291,289 $93 $1,291,382 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 52,874 — 52,874 — 52,874 
Other comprehensive loss, net of taxes— — — (11,537)(11,537)— (11,537)
Stock based compensation expense3 2,663 — — 2,666 — 2,666 
Restricted stock units vested and distributed,
net of shares withheld		85 (1,800)— — (1,715)— (1,715)
Shares issued under employee stock
purchase program		22 811 — — 833 — 833 
Dividends declared ($0.11 per share)
— — (5,307)— (5,307)— (5,307)
Noncontrolling interest distribution— — — — — — 
Balance at March 31, 2021$47,332 $900,521 $365,192 $16,058 $1,329,103 $93 $1,329,196 
Balance at December 31, 2021$47,549 $892,529 $486,666 $5,858 $1,432,602 $93 $1,432,695 
Net income attributable to FB Financial
Corporation and noncontrolling interest		— — 35,236 — 35,236 — 35,236 
Other comprehensive loss, net of taxes— — — (77,402)(77,402)— (77,402)
Repurchase of common stock(145)(6,058)— — (6,203)— (6,203)
Stock based compensation expense1 2,581 — — 2,582 — 2,582 
Restricted stock units vested and
distributed, net of shares withheld		68 (1,556)— — (1,488)— (1,488)
Shares issued under employee stock
purchase program		15 672 — — 687 — 687 
Dividends declared ($0.13 per share)
— — (6,238)— (6,238)— (6,238)
Noncontrolling interest distribution— — — — — — — 
Balance at March 31, 2022$47,488 $888,168 $515,664 $(71,544)$1,379,776 $93 $1,379,869 
See the accompanying notes to the consolidated financial statements.
7
FB Financial Corporation and subsidiaries
Consolidated statements of cash flows
(Unaudited)
(Amounts are in thousands)
Three Months Ended March 31,
2022 2021 
Cash flows from operating activities:
Net income applicable to FB Financial Corporation and noncontrolling interest$35,236 $52,874 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization of fixed assets and software2,036 2,056 
Amortization of core deposit and other intangibles1,244 1,440 
Capitalization of mortgage servicing rights(9,812)(11,594)
Net change in fair value of mortgage servicing rights(19,351)(12,601)
Stock-based compensation expense2,582 2,666 
Provision for credit losses(6,129)(11,632)
Provision for credit losses on unfunded commitments1,882 (2,222)
Provision for mortgage loan repurchases(389)440 
Amortization of premiums and accretion of discounts on acquired loans, net2,352 58 
Amortization of premiums and accretion of discounts on securities, net1,992 2,150 
Loss (gain) from securities, net152 (83)
Originations of loans held for sale(993,733)(1,757,932)
Proceeds from sale of loans held for sale1,330,701 1,648,695 
Gain on sale and change in fair value of loans held for sale(21,675)(52,811)
Net loss (gain) or write-downs of other real estate owned498 (496)
(Gain) loss on other assets(64)11 
Provision for deferred income taxes9,313 9,639 
Earnings on bank-owned life insurance(354)(402)
Changes in:
Operating leases(190)129 
Other assets and interest receivable(62,043)(907)
Accrued expenses and other liabilities13,900 (41,660)
Net cash provided by (used in) operating activities288,148 (172,182)
Cash flows from investing activities:
Activity in available-for-sale securities:
Maturities, prepayments and calls57,443 61,040 
Purchases(170,093)(131,268)
Net change in loans(363,354)45,584 
Net change in commercial loans held for sale946 39,566 
Purchases of FHLB stock(2,216)(525)
Purchases of premises and equipment(601)(2,050)
Proceeds from the sale of other real estate owned121 2,495 
Net cash (used in) provided by investing activities(477,754)14,842 
Cash flows from financing activities:
Net increase in demand deposits238,893 855,673 
Net decrease in time deposits(75,765)(56,824)
Net decrease in securities sold under agreements to repurchase(14,779)(2,965)
Payments on subordinated debt— (40,000)
Accretion of subordinated debt fair value premium and amortization of issuance
    costs, net		97 (158)
Payments on other borrowings— (15,000)
Share based compensation withholding payments(1,488)(1,715)
Net proceeds from sale of common stock under employee stock purchase program687 833 
Repurchase of common stock(6,203)— 
Dividends paid(6,265)(5,269)
Net cash provided by financing activities135,177 734,575 
Net change in cash and cash equivalents(54,429)577,235 
Cash and cash equivalents at beginning of the period1,797,740 1,317,898 
Cash and cash equivalents at end of the period$1,743,311 $1,895,133 
Supplemental cash flow information:
Interest paid$8,631 $14,794 
Taxes paid72 15,117 
Supplemental noncash disclosures:
Transfers from loans to other real estate owned$563 $1,395 
Loans provided for sales of other real estate owned — 330 
Transfers from loans to loans held for sale8,700 2,521 
Transfers from loans held for sale to loans47,956 14,413 
Dividends declared not paid on restricted stock units60 38 
Right-of-use assets obtained in exchange for operating lease liabilities283 157 
See the accompanying notes to the consolidated financial statements.

8
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (1)—Basis of presentation:
Overview and presentation
FB Financial Corporation (the “Company”) is a financial holding company headquartered in Nashville, Tennessee. The Company operates through its wholly-owned subsidiaries, FirstBank (the "Bank") and FirstBank Risk Management, Inc. As of March 31, 2022, the Bank had 81 full-service branches throughout Tennessee, Alabama, southern Kentucky and north Georgia, and a national mortgage business with office locations across the Southeast, which primarily originates loans to be sold in the secondary market.
The unaudited consolidated financial statements, including the notes thereto, have been prepared in accordance with U.S. GAAP interim reporting requirements and general banking industry guidelines, and therefore, do not include all information and notes included in the annual consolidated financial statements in conformity with GAAP. These interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K.
The unaudited consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results for interim periods are not necessarily indicative of results for a full year.
In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and the reported results of operations for the periods then ended. Actual results could differ significantly from those estimates.
Certain prior period amounts have been reclassified to conform to the current period presentation without any impact on the reported amounts of net income or shareholders’ equity.
Risks and uncertainties
The COVID-19 health pandemic created a crisis resulting in volatility in financial markets, sudden, unprecedented job losses, and disruption in consumer and commercial behavior, resulting in governments in the United States and globally to intervene with varying levels of direct monetary support and fiscal stimulus packages. All industries, municipalities and consumers have been impacted by the health crisis to some degree, including the markets that we serve. Although during the three months ended March 31, 2022, the outlook continued to improve, there continues to be concern regarding the potential downstream effects, including the supply chain disruptions and labor shortages, which continue to persist. As such, there continues to be uncertainty regarding the long term effects on the global economy, which could have a material adverse impact on the Company's business operations, asset valuations, financial condition, and results of operations.
Earnings per share
Basic EPS excludes dilution and is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilutive effect of additional potential common shares issuable under the restricted stock units granted but not yet vested and distributable. Diluted EPS is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period, plus an incremental number of common-equivalent shares computed using the treasury stock method.
Unvested share-based payment awards, which include the right to receive non-forfeitable dividends or dividend equivalents, are considered to participate with common shareholders in undistributed earnings for purposes of computing EPS. Companies that have such participating securities are required to calculate basic and diluted EPS using the two-class method. Certain restricted stock awards granted by the Company include non-forfeitable dividend equivalents and are considered participating securities. Calculations of EPS under the two-class method (i) exclude from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities and (ii) exclude from the denominator the dilutive impact of the participating securities.
9
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following is a summary of the basic and diluted earnings per common share calculation for each of the periods presented:
 Three Months Ended March 31,
 20222021
Basic earnings per common share calculation:
Net income applicable to FB Financial Corporation$35,236 $52,874 
Dividends paid on and undistributed earnings allocated to participating securities— — 
Earnings available to common shareholders$35,236 $52,874 
Weighted average basic shares outstanding47,530,520 47,278,865 
Basic earnings per common share$0.74 $1.12 
Diluted earnings per common share:
Earnings available to common shareholders$35,236 $52,874 
Weighted average basic shares outstanding47,530,520 47,278,865 
Weighted average diluted shares contingently issuable(1)
193,382 690,241 
Weighted average diluted shares outstanding47,723,902 47,969,106 
Diluted earnings per common share$0.74 $1.10 
(1)Excludes 123,709 restricted stock units outstanding considered to be antidilutive for the three months ended March 31, 2022 and 87,452 restricted stock units outstanding considered to be antidilutive for three months ended March 31, 2021.
Recently adopted accounting policies:
The Company did not modify or adopt any new accounting policies during the three months ended March 31, 2022 that were not disclosed in the Company's 2021 audited consolidated financial statements included on Form 10-K, other than as described below.
During the three months ended March 31, 2022, the Company modified the accounting policy related to derivative financial instruments and hedging activities within Note 1 of the Company's 2021 Annual Report on Form 10-K in accordance with ASC 815, "Derivatives and Hedging," as a result of entering into designated fair value hedges during the period. The Company enters into fair value hedge relationships to mitigate the effect of changing interest rates on the fair values of fixed rate securities and loans. The gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item.
Recently adopted accounting standards:
The Company did not adopt any new accounting standards that were not disclosed in the Company's 2021 audited consolidated financial statements included on Form 10-K.
Newly issued not yet effective accounting standards:
In March 2022, the FASB issued ASU 2022-01, "Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method", to expand the current single-layer method of electing hedge accounting to allow multiple hedged layers of a single closed portfolio under the method. To reflect that expansion, the last-of-layer method is renamed the portfolio layer method. The amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of ASU No. 2022-01 for any entity that has adopted the amendments in ASU No.2017-12 for the corresponding period. Adoption of this update will not have an impact on the Company's consolidated financial statements or related disclosures.
Additionally, in March 2022, the FASB issued ASU 2022-02, "'Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" related to troubled debt restructurings and vintage disclosures for financing receivables. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan modifications and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure of current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods
10
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect that ASU 2022-02 will have on its consolidated financial statements and related disclosures.
In March 2022, the SEC released SAB 121 to add interpretive guidance for entities to consider when they have obligations to safeguard crypto-assets held for clients. The new guidance requires reporting entities who allow clients to transact in crypto-assets and act as a custodian to record a liability with a corresponding asset regardless of whether they control the crypto-asset. The crypto-asset will need to be marked at fair value for each reporting period. The new guidance requires disclosures in the footnotes to address the amount of crypto-assets reported, and the safeguarding and recordkeeping of the assets. The guidance in this update requires that reporting companies implement SAB 121 no later than the financial statements covering the first interim or annual period ending after June 15, 2022, with retrospective application back to the beginning of the fiscal year. During the three months ended March 31, 2022, the Company became a founding member of the USDF Consortium ("the Consortium"), which plans to utilize blockchain and bank-issued digital dollars technology to streamline peer-to-peer financial transactions. While the Company does not currently hold or facilitate transactions with crypto-assets, the Company is evaluating the potential future financial statement and disclosure impact from adopting this guidance when it becomes applicable based on the Company's crypto-asset activities.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 is intended to provide relief for companies preparing for discontinuation of interest rates based on LIBOR. The ASU provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or other reference rates expected to be discontinued. ASU 2020-04 also provides for a onetime sale and/or transfer to AFS or trading to be made for HTM debt securities that both reference an eligible reference rate and were classified as HTM before January 1, 2020. ASU 2020-04 was effective for all entities as of March 12, 2020 and through December 31, 2022. Companies can apply the ASU as of the beginning of the interim period that includes March 12, 2020 or any date thereafter. The guidance requires companies to apply the guidance prospectively to contract modifications and hedging relationships while the one-time election to sell and/or transfer debt securities classified as HTM may be made any time after March 12, 2020.
Our LIBOR Transition Committee was established to transition from LIBOR to alternative rates and has continued its efforts consistent with industry timelines. As part of these efforts, during the fourth quarter of 2021, we ceased utilization of LIBOR as an index in newly originated loans or loans that are refinanced. Additionally, we identified existing products that utilize LIBOR and are reviewing contractual language to facilitate the transition to alternative reference rates. ASU 2020-04 and ASU 2021-01 are not expected to have a material impact on our consolidated financial statements.
Subsequent events
The Company has evaluated, for consideration of recognition or disclosure, subsequent events that occurred through the date of issuance of these financial statements. The Company has determined that there were no subsequent events that occurred after March 31, 2022, but prior to the issuance of these financial statements that would have a material impact on the Company’s consolidated financial statements, other than as described below.
On May 10, 2022, the Company announced the restructuring of its Mortgage segment, including the discontinuation of its internet delivery channel, Real Genius, formerly known as ConsumerDirect (the "Direct-to-Consumer" channel), which is one of two delivery channels in the Mortgage segment. For the three months ended March 31, 2022 and 2021, The Direct-to-Consumer channel comprised 43.4% and 50.2% of the Company's total interest rate lock volume and 50.7% and 52.8% of the Company's sales volume, respectively. As a result of exiting this channel, the Company expects to incur total pre-tax restructuring charges of approximately $11,000 to $13,000 through the remainder of 2022 and to halt operations in this channel prior to the fourth quarter of 2022. The Company plans to continue originating and selling residential mortgage loans within its Mortgage segment through its traditional consumer mortgage retail channel, retain mortgage servicing rights and continue holding residential 1-4 family mortgage loans in the loan portfolio.
Additionally, subsequent to March 31, 2022, the Company bought back 400,000 shares of common stock under the Company's authorized share repurchase agreement. The average share price was $40.91 and total repurchase amount of $16,366.

11
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (2)—Investment securities:
The following tables summarize the amortized cost, allowance for credit losses and fair value of the available-for-sale debt securities and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income at March 31, 2022 and December 31, 2021:  
March 31, 2022
 Amortized cost Gross unrealized gains Gross unrealized losses Allowance for credit losses for investments Fair Value
Investment Securities    
Available-for-sale debt securities  
U.S. government agency securities$41,015 $— $(2,133)$— $38,882 
Mortgage-backed securities - residential1,320,205 616 (88,565)— 1,232,256 
Mortgage-backed securities - commercial 14,738 14 (445)— 14,307 
Municipal securities318,587 3,594 (12,043)— 310,138 
U.S. Treasury securities81,913 4 (1,744)— 80,173 
Corporate securities8,000 4 (235)— 7,769 
Total$1,784,458 $4,232 $(105,165)$— $1,683,525 
December 31, 2021
 Amortized costGross unrealized gains Gross unrealized losses Allowance for credit losses for investmentsFair Value
Investment Securities    
Available-for-sale debt securities    
U.S. government agency securities$34,023 $18 $(171)$— $33,870 
Mortgage-backed securities - residential1,281,285 6,072 (17,985)— 1,269,372 
Mortgage-backed securities - commercial15,024 272 (46)— 15,250 
Municipal securities322,052 16,718 (160)— 338,610 
U.S. Treasury securities14,914 — (6)— 14,908 
Corporate securities6,500 40 (25)— 6,515 
Total$1,673,798 $23,120 $(18,393)$— $1,678,525 
The components of amortized cost for debt securities on the consolidated balance sheets excludes accrued interest receivable since the Company elected to present accrued interest receivable separately on the consolidated balance sheets. As of March 31, 2022 and December 31, 2021, total accrued interest receivable on debt securities was $5,331 and $5,051, respectively.
As of March 31, 2022 and December 31, 2021, the Company had $3,213 and $3,367, in marketable equity securities recorded at fair value, respectively.
Securities pledged at March 31, 2022 and December 31, 2021 had carrying amounts of $1,253,407 and $1,226,646, respectively, and were pledged to secure a Federal Reserve Bank line of credit, public deposits and repurchase agreements.
There were no holdings of securities of any one issuer, other than U.S. Government sponsored enterprises, in an amount greater than 10% of shareholders' equity during any period presented.
Investment securities transactions are recorded as of the trade date. At March 31, 2022 and December 31, 2021, there were no trade date receivables or payables that related to sales or purchases settled after period end.
 
12
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The amortized cost and fair value of debt securities by contractual maturity at March 31, 2022 and December 31, 2021 are shown below. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgage underlying the security may be called or repaid without any penalties. Therefore, mortgage-backed securities are not included in the maturity categories in the following summary.
March 31,December 31,
 2022 2021 
 Available-for-saleAvailable-for-sale
 Amortized costFair valueAmortized costFair value
Due in one year or less$19,614 $19,602 $21,851 $21,884 
Due in one to five years121,436 118,438 54,847 55,307 
Due in five to ten years55,733 54,635 45,714 46,975 
Due in over ten years252,732 244,287 255,077 269,737 
449,515 436,962 377,489 393,903 
Mortgage-backed securities - residential1,320,205 1,232,256 1,281,285 1,269,372 
Mortgage-backed securities - commercial14,738 14,307 15,024 15,250 
Total debt securities$1,784,458 $1,683,525 $1,673,798 $1,678,525 
Sales and other dispositions of available-for-sale securities were as follows:
 Three Months Ended March 31,
 2022 2021 
Proceeds from sales$— $— 
Proceeds from maturities, prepayments and calls57,443 61,040 
Gross realized gains2 7 
Gross realized losses— — 
Additionally, the change in the fair value of equity securities and sale of equity securities resulted in a net loss of $154 and a net gain of $76 for the three months ended March 31, 2022 and 2021, respectively.

13
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables show gross unrealized losses for which an allowance for credit losses has not been recorded at March 31, 2022 and December 31, 2021, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

March 31, 2022
 Less than 12 months12 months or moreTotal
 Fair ValueUnrealized Loss Fair ValueUnrealized Loss Fair ValueUnrealized Loss
U.S. government agency securities$38,882 $(2,133)$— $— $38,882 $(2,133)
Mortgage-backed securities - residential961,993 (70,839)175,988 (17,726)1,137,981 (88,565)
Mortgage-backed securities - commercial9,647 (445)— — 9,647 (445)
Municipal securities192,546 (11,844)1,030 (199)193,576 (12,043)
U.S. Treasury securities47,918 (1,744)— — 47,918 (1,744)
Corporate securities6,896 (235)— — 6,896 (235)
Total$1,257,882 $(87,240)$177,018 $(17,925)$1,434,900 $(105,165)

 December 31, 2021
 Less than 12 months12 months or moreTotal
 Fair ValueUnrealized Loss Fair ValueUnrealized Loss Fair ValueUnrealized loss
U.S. government agency securities$18,360 $(171)$— $— $18,360 $(171)
Mortgage-backed securities - residential$871,368 $(14,295)$102,799 $(3,690)$974,167 $(17,985)
Mortgage-backed securities - commercial7,946 (46)— — 7,946 (46)
Municipal securities11,414 (160)— — 11,414 (160)
U.S. Treasury securities14,908 (6)— — 14,908 (6)
Corporate securities4,119 (25)— — 4,119 (25)
Total$928,115 $(14,703)$102,799 $(3,690)$1,030,914 $(18,393)
As of March 31, 2022 and December 31, 2021, the Company’s securities portfolio consisted of 514 and 511 securities, 321 and 80 of which were in an unrealized loss position, respectively.
During the three months ended March 31, 2022, the Company's available-for-sale debt securities portfolio unrealized value declined $105.6 million to an unrealized loss position of $100.9 million from an unrealized gain position of $4.7 million as of December 31, 2021. During the three months ended March 31, 2021, the Company's available-for-sale debt securities portfolio declined $15.4 million to an unrealized gain position of $19.2 million from an unrealized gain position of $34.6 million as of December 31, 2020. The majority of the investment portfolio was either government guaranteed or an issuance of a government sponsored entity or highly rated by major credit rating agencies and the Company has historically not recorded any losses associated with these investments. As such, as of March 31, 2022 and December 31, 2021, it was determined that all available-for-sale debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on available-for-sale debt securities during the three months ended March 31, 2022 or 2021.


14
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (3)—Loans and allowance for credit losses:
Loans outstanding as of March 31, 2022 and December 31, 2021, by class of financing receivable are as follows:
 March 31,December 31,
 2022 2021 
Commercial and industrial (1)
$1,380,600 $1,290,565 
Construction1,468,811 1,327,659 
Residential real estate:
1-to-4 family mortgage1,346,349 1,270,467 
Residential line of credit392,740 383,039 
Multi-family mortgage400,501 326,551 
Commercial real estate:
Owner occupied978,436 951,582 
Non-owner occupied1,706,546 1,730,165 
Consumer and other330,993 324,634 
Gross loans8,004,976 7,604,662 
Less: Allowance for credit losses(120,049)(125,559)
Net loans$7,884,927 $7,479,103 
(1)Includes $2,062 and $3,990 of loans originated as part of the Paycheck Protection Program as of March 31, 2022 and December 31, 2021, respectively. PPP loans are federally guaranteed as part of the CARES Act, provided PPP loan recipients receive loan forgiveness under the SBA regulations. As such, there is minimal credit risk associated with these loans.
As of March 31, 2022 and December 31, 2021, $1,001,027 and $1,136,294, respectively, of qualifying residential mortgage loans (including loans held for sale) and $1,530,928 and $1,581,673, respectively, of qualifying commercial mortgage loans were pledged to the Federal Home Loan Bank of Cincinnati securing advances against the Bank’s line of credit. Additionally, as of March 31, 2022 and December 31, 2021, qualifying loans of $2,719,096 and $2,440,097, respectively, were pledged to the Federal Reserve Bank under the Borrower-in-Custody program.
The components of amortized cost for loans on the consolidated balance sheets exclude accrued interest receivable as the Company presents accrued interest receivable separately on the balance sheet. As of March 31, 2022 and December 31, 2021, accrued interest receivable on loans held for investment was $31,746 and $31,676, respectively.
Allowance for Credit Losses
The Company calculates its expected credit loss using a lifetime loss rate methodology. The Company utilizes probability-weighted forecasts, which consider multiple macroeconomic variables from a third-party vendor that are applicable to the type of loan. Each of the Company's loss rate models incorporate forward-looking macroeconomic projections throughout the reasonable and supportable forecast period and the subsequent historical reversion at the macroeconomic variable input level. In order to estimate the life of a loan, the contractual term of the loan is adjusted for estimated prepayments based on market information and the Company’s prepayment history.
The Company's loss rate models estimate the lifetime loss rate for pools of loans by combining the calculated loss rate based on each variable within the model (including the macroeconomic variables). The lifetime loss rate for the pool is then multiplied by the loan balances to determine the expected credit losses on the pool.
The Company considers the need to qualitatively adjust its modeled quantitative expected credit loss estimate for information not already captured in the model loss estimation process. These qualitative factor adjustments may increase or decrease the Company’s estimate of expected credit losses. The Company reviews the qualitative adjustments so as to validate that information that has already been considered and included in the modeled quantitative loss estimation process is not also included in the qualitative adjustment. The Company considers the qualitative factors that are relevant to the institution as of the reporting date, which may include, but are not limited to: levels of and trends in delinquencies and performance of loans; levels of and trends in write-offs and recoveries collected; trends in volume and terms of loans; effects of any changes in reasonable and supportable economic forecasts; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and expertise; available relevant information sources that contradict the Company’s own forecast; effects of changes in prepayment expectations or other factors affecting assessments of loan contractual terms; industry conditions; and effects of changes in credit concentrations.
15
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The quantitative models require loan data and macroeconomic variables based on the inherent credit risks in each portfolio to more accurately measure the credit risks associated with each. Each of the quantitative models pools loans with similar risk characteristics and collectively assesses the lifetime loss rate for each pool to estimate its expected credit loss.
When a loan no longer shares similar risk characteristics with other loans in any given pool, the loan is individually assessed. The Company has determined the following circumstances in which a loan may require an individual evaluation: collateral dependent loans; loans for which foreclosure is probable; and loans with other unique risk characteristics. A loan is deemed collateral dependent when 1) the borrower is experiencing financial difficulty and 2) the repayment is expected to be primarily through sale or operation of the collateral. The allowance for credit losses for collateral dependent loans as well as loans where foreclosure is probable is calculated as the amount for which the loan’s amortized cost basis exceeds fair value. Fair value is determined based on appraisals performed by qualified appraisers and reviewed by qualified personnel. In cases where repayment is to be provided substantially through the sale of collateral, the Company reduces the fair value by the estimated costs to sell. Loans experiencing financial difficulty for which a concession has not yet been provided may be identified as reasonably expected TDRs.
Reasonably expected TDRs and TDRs use the same methodology. In cases where the expected credit loss can only be captured through a discounted cash flow analysis (such as an interest rate modification for a TDR loan), the allowance is measured by the amount which the loan’s amortized cost exceeds the discounted cash flow analysis.
The Company performed qualitative evaluations within the Company's established qualitative framework, weighting the impact of the current economic outlook (including inflation, employment and supply chain concerns), status of federal government stimulus programs, and other considerations, in order to identify specific industries or borrowers seeing credit improvement or deterioration specific to the COVID-19 pandemic. The decrease in estimated required reserve during the three months ended March 31, 2022 was a result of improving macroeconomic variables incorporated into the Company's reasonable and supportable forecasts when compared to December 31, 2021.
The following tables provide the changes in the allowance for credit losses by class of financing receivable for the three months ended March 31, 2022 and 2021:
 Commercial
and industrial 		Construction1-to-4
family
residential
mortgage 		Residential
line of credit 		Multi-family
residential
mortgage 		Commercial
real estate
owner
occupied 		Commercial
real estate
non-owner
occupied 		Consumer
and other 		Total
Three Months Ended March 31, 2022
Beginning balance -
December 31, 2021
$15,751 $28,576 $19,104 $5,903 $6,976 $12,593 $25,768 $10,888 $125,559 
Provision for credit losses(4,006)3,206 1,908 641 (578)(4,187)(4,478)1,365 (6,129)
Recoveries of loans
previously charged-off
958 — 12 1 — 10 — 217 1,198 
Loans charged off(4)— — — — — — (575)(579)
Ending balance -
March 31, 2022
$12,699 $31,782 $21,024 $6,545 $6,398 $8,416 $21,290 $11,895 $120,049 
 
 Commercial
and industrial 		Construction1-to-4
family
residential
mortgage 		Residential
line of credit 		Multi-family
residential
mortgage 		Commercial
real estate
owner
occupied 		Commercial
real estate
non-owner
occupied 		Consumer
and other 		Total
Three Months Ended March 31, 2021 
Beginning balance -
December 31, 2020
$14,748 $58,477 $19,220 $10,534 $7,174 $4,849 $44,147 $11,240 $170,389 
Provision for credit losses43 (19,826)461 (1,257)4,483 (1,253)6,032 (315)(11,632)
Recoveries of loans
previously charged-off
129 — 24 6 — 13 — 195 367 
Loans charged off(277)(29)(133)(15)— — — (716)(1,170)
Ending balance -
   March 31, 2021		$14,643 $38,622 $19,572 $9,268 $11,657 $3,609 $50,179 $10,404 $157,954 
16
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Credit Quality - Commercial Loans
The Company categorizes commercial loan types into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans that share similar risk characteristics collectively. Loans that do not share similar risk characteristics are evaluated individually.
The Company uses the following definitions for risk ratings:
Pass.
Loans rated Pass include those that are adequately collateralized performing loans which management believes do not have conditions that have occurred or may occur that would result in the loan being downgraded into an inferior category. The Pass category also includes commercial loans rated as Watch, which include those that management believes have conditions that have occurred, or may occur, which could result in the loan being downgraded to an inferior category.

Special Mention.
Loans rated Special Mention are those that have potential weakness that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the institution’s credit position at some future date. Management does not believe there will be a loss of principal or interest. These loans require intensive servicing and may possess more than normal credit risk.
Classified.
Loans included in the Classified category include loans rated as Substandard and Doubtful. Loans rated as Substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Also included in this category are loans classified as Doubtful, which have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weakness or weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable.
Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes.
17
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
During the first quarter of 2022, the Company revised the presentation of the below credit quality vintage tables without change to accounting or credit policies. The updated presentation disaggregates between commercial and consumer loan types with consumer loans reported as either performing or nonperforming based on delinquency and accrual status. As such, the tables presented below as of December 31, 2021 have been revised to align with current period presentation.
The following tables present the credit quality of our commercial loan portfolio by year of origination as of March 31, 2022 and December 31, 2021. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination. Generally, current period renewals of credit are reunderwritten at the point of renewal and considered current period originations for the purposes of the tables below.
As of March 31, 2022
Commercial Term Loans
Amortized Cost Basis by Origination Year
20222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Commercial and industrial
Pass$86,753 $262,073 $84,369 $123,038 $46,230 $80,906 $656,672 $1,340,041 
Special Mention27 50 — 941 616 1,494 12,570 15,698 
Classified— 900 2,285 2,269 2,933 9,576 6,898 24,861 
        Total86,780 263,023 86,654 126,248 49,779 91,976 676,140 1,380,600 
Construction - Commercial
Pass103,294 322,557 179,337 111,794 17,366 63,846 47,864 846,058 
Special Mention— — 10 — — 2,579 — 2,589 
Classified— — — 3,078 — 679 201 3,958 
        Total103,294 322,557 179,347 114,872 17,366 67,104 48,065 852,605 
Residential real estate:
Multi-family mortgage
Pass53,167 190,584 32,964 64,201 5,124 42,130 11,104 399,274 
Special Mention— — — — — — — — 
Classified— — — — — 1,227 — 1,227 
Total53,167 190,584 32,964 64,201 5,124 43,357 11,104 400,501 
Commercial real estate:
Owner occupied
Pass53,495 178,092 127,649 164,620 78,970 293,791 56,543 953,160 
Special Mention— — 30 1,492 3,200 2,325 210 7,257 
Classified— — — 3,089 1,667 12,285 978 18,019 
Total53,495 178,092 127,679 169,201 83,837 308,401 57,731 978,436 
Non-owner occupied
Pass80,277 439,956 126,299 157,806 257,327 568,790 55,375 1,685,830 
Special Mention— — — 3,687 249 985 — 4,921 
Classified— — — — 3,460 12,335 — 15,795 
Total80,277 439,956 126,299 161,493 261,036 582,110 55,375 1,706,546 
Total commercial loans
Pass376,986 1,393,262 550,618 621,459 405,017 1,049,463 827,558 5,224,363 
        Special Mention27 50 40 6,120 4,065 7,383 12,780 30,465 
Classified— 900 2,285 8,436 8,060 36,102 8,077 63,860 
        Total commercial loans$377,013 $1,394,212 $552,943 $636,015 $417,142 $1,092,948 $848,415 $5,318,688 
18
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)

As of December 31, 2021
Commercial Term Loans
Amortized Cost Basis by Origination Year
20212020201920182017PriorRevolving Loans Amortized Cost BasisTotal
Commercial and industrial
Pass$273,232 $95,279 $140,938 $52,162 $33,997 $57,020 $596,667 $1,249,295 
Special Mention79 9 949 632 3 1,519 12,367 15,558 
Classified918 2,391 2,376 3,089 3,370 6,425 7,143 25,712 
        Total274,229 97,679 144,263 55,883 37,370 64,964 616,177 1,290,565 
Construction - Commercial
Pass335,758 164,428 112,985 18,374 14,965 64,516 43,748 754,774 
Special Mention— 11 — — 1,208 1,384 — 2,603 
Classified— — 2,922 2,882 3 737 200 6,744 
        Total335,758 164,439 115,907 21,256 16,176 66,637 43,948 764,121 
Residential real estate:
Multi-family mortgage
Pass166,576 32,242 64,345 7,124 5,602 38,526 10,891 325,306 
Special Mention— — — — — — — — 
Classified— — — — — 1,245 — 1,245 
Total166,576 32,242 64,345 7,124 5,602 39,771 10,891 326,551 
Commercial real estate:
Owner occupied
Pass170,773 131,471 174,257 83,698 69,939 236,998 57,123 924,259 
Special Mention— — 1,502 3,541 885 2,555 213 8,696 
Classified— — 3,102 768 3,295 9,616 1,846 18,627 
Total170,773 131,471 178,861 88,007 74,119 249,169 59,182 951,582 
Non-owner occupied
Pass462,478 154,048 165,917 264,855 170,602 414,85946,541 1,679,300 
Special Mention— — 3,747 3,388 — 969— 8,104 
Classified— — 1,898 23,849 1,506 15,508— 42,761 
Total462,478 154,048 171,562 292,092 172,108 431,336 46,541 1,730,165 
Total commercial loans
Pass1,408,817 577,468 658,442 426,213 295,105 811,919 754,970 4,932,934 
Special Mention79 20 6,198 7,561 2,096 6,427 12,580 34,961 
Classified918 2,391 10,298 30,588 8,174 33,531 9,189 95,089 
Total commercial loans$1,409,814 $579,879 $674,938 $464,362 $305,375 $851,877 $776,739 $5,062,984 







19
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Credit Quality - Consumer Loans
For consumer and residential loan classes, the company primarily evaluates credit quality based on delinquency and accrual status of the loan, credit documentation and by payment activity. The performing or nonperforming status is updated on an on-going basis dependent upon improvement and deterioration in credit quality.
The following tables present the credit quality by classification (performing or nonperforming) of our consumer loan portfolio by year of origination as of March 31, 2022 and December 31, 2021. Revolving loans are presented separately. Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal constitutes a current period origination. Generally, current period renewals of credit are reunderwritten at the point of renewal and considered current period originations for the purposes of the tables below.
As of March 31, 2022
Consumer Term Loans
Amortized Cost Basis by Origination Year
20222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Construction - Consumer
Performing$63,687 $345,094 $87,761 $18,312 $5,815 $4,328 $91,209 $616,206 
Nonperforming— — — — — — — — 
       Total63,687 345,094 87,761 18,312 5,815 4,328 91,209 616,206 
Residential real estate:
1-to-4 family mortgage
Performing161,778 500,544 184,028 113,736 89,201 282,039 — 1,331,326 
Nonperforming— 3,240 2,970 1,144 2,577 5,092 — 15,023 
Total161,778 503,784 186,998 114,880 91,778 287,131 — 1,346,349 
Residential line of credit
Performing— — — — — — 391,163 391,163 
Nonperforming— — — — — — 1,577 1,577 
Total— — — — — — 392,740 392,740 
Consumer and other
Performing33,831 72,033 51,086 36,589 31,037 92,155 9,004 325,735 
Nonperforming— 330 442 518 1,541 2,427 — 5,258 
       Total33,831 72,363 51,528 37,107 32,578 94,582 9,004 330,993 
Total consumer loans
Performing259,296 917,671 322,875 168,637 126,053 378,522 491,376 2,664,430 
Nonperforming— 3,570 3,412 1,662 4,118 7,519 1,577 21,858 
Total consumer loans$259,296 $921,241 $326,287 $170,299 $130,171 $386,041 $492,953 $2,686,288 


20
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
As of December 31, 2021
Consumer Term Loans
Amortized Cost Basis by Origination Year
20212020201920182017PriorRevolving Loans Amortized Cost BasisTotal
Construction - Consumer
Performing$341,562 $116,352 $22,783 $5,542 $348 $3,302 $73,428 $563,317 
Nonperforming— 221 — — — — — 221 
       Total341,562 116,573 22,783 5,542 348 3,302 73,428 563,538 
Residential real estate:
1-to-4 family mortgage
Performing521,533 204,690 121,775 100,164 109,087 199,262 — 1,256,511 
Nonperforming1,232 3,734 977 2,429 1,765 3,819 — 13,956 
Total522,765 208,424 122,752 102,593 110,852 203,081 — 1,270,467 
Residential line of credit
Performing— — — — — — 381,303 381,303 
Nonperforming— — — — — — 1,736 1,736 
Total— — — — — — 383,039 383,039 
Consumer and other
Performing82,910 55,123 38,281 32,893 21,856 74,248 14,478 319,789 
Nonperforming199 345 545 1,352 861 1,496 47 4,845 
       Total83,109 55,468 38,826 34,245 22,717 75,744 14,525 324,634 
Total consumer loans
Performing946,005 376,165 182,839 138,599 131,291 276,812 469,209 2,520,920 
Nonperforming1,431 4,300 1,522 3,781 2,626 5,315 1,783 20,758 
Total consumer loans$947,436 $380,465 $184,361 $142,380 $133,917 $282,127 $470,992 $2,541,678 
Nonaccrual and Past Due Loans
Nonperforming loans include loans that are no longer accruing interest (nonaccrual loans) and loans past due ninety or more days and still accruing interest.
The following tables represent an analysis of the aging by class of financing receivable as of March 31, 2022 and December 31, 2021:
March 31, 202230-89 days
past due		90 days or 
more and accruing
interest 		Non-accrual
loans		Loans current
on payments
and accruing
interest 		Total
Commercial and industrial$1,543 $58 $3,882 $1,375,117 $1,380,600 
Construction2,622 — 679 1,465,510 1,468,811 
Residential real estate:
1-to-4 family mortgage13,508 11,724 3,299 1,317,818 1,346,349 
Residential line of credit536 — 1,577 390,627 392,740 
Multi-family mortgage— — 48 400,453 400,501 
Commercial real estate:
Owner occupied415 — 6,989 971,032 978,436 
Non-owner occupied986 — 7,185 1,698,375 1,706,546 
Consumer and other4,305 1,091 4,167 321,430 330,993 
Total$23,915 $12,873 $27,826 $7,940,362 $8,004,976 
 
21
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
December 31, 202130-89 days
past due		90 days or 
more and accruing
interest 		Non-accrual
loans		Loans current on payments and accruing interest Total
Commercial and industrial$1,030 $63 $1,520 $1,287,952 $1,290,565 
Construction4,852 718 3,622 1,318,467 1,327,659 
Residential real estate:
1-to-4 family mortgage11,007 9,363 4,593 1,245,504 1,270,467 
Residential line of credit319 — 1,736 380,984 383,039 
Multi-family mortgage— — 49 326,502 326,551 
Commercial real estate:
Owner occupied1,417 — 6,710 943,455 951,582 
Non-owner occupied427 — 14,084 1,715,654 1,730,165 
Consumer and other7,398 1,591 3,254 312,391 324,634 
Total$26,450 $11,735 $35,568 $7,530,909 $7,604,662 

The following tables provide the amortized cost basis of loans on non-accrual status, as well as any related allowance as of March 31, 2022 and December 31, 2021 by class of financing receivable.
March 31, 2022Non-accrual
with no
related
allowance		Non-accrual
with
related
allowance		Related
allowance
Commercial and industrial$1,420 $2,462 $1,781 
Construction— 679 85 
Residential real estate:
1-to-4 family mortgage130 3,169 49 
Residential line of credit1,051 526 7 
Multi-family mortgage— 48 2 
Commercial real estate:
Owner occupied4,346 2,643 84 
Non-owner occupied7,006 179 22 
Consumer and other— 4,167 211 
Total$13,953 $13,873 $2,241 
December 31, 2021Non-accrual
with no
related
allowance		Non-accrual
with
related
allowance		Related
allowance
Commercial and industrial$1,085 $435 $6 
Construction2,882 740 99 
Residential real estate:
1-to-4 family mortgage378 4,215 60 
Residential line of credit797 939 11 
Multi-family mortgage— 49 2 
Commercial real estate:
Owner occupied5,346 1,364 206 
Non-owner occupied13,898 186 7 
Consumer and other— 3,254 164 
Total$24,386 $11,182 $555 





22
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following presents interest income recognized on nonaccrual loans for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31,
20222021
Commercial and industrial$54 $114 
Construction19 14 
Residential real estate:
1-to-4 family mortgage52 18 
Residential line of credit40 18 
Multi-family mortgage— 1 
Commercial real estate:
Owner occupied25 131 
Non-owner occupied70 89 
Consumer and other15 — 
Total$275 $385 
Accrued interest receivable written off as an adjustment to interest income amounted to $184 and $465 for the three months ended March 31, 2022 and 2021, respectively.
Troubled debt restructurings
As of March 31, 2022 and December 31, 2021, the Company had a recorded investment in TDRs of $20,601 and $32,435, respectively. The modifications included extensions of the maturity date and/or a stated rate of interest to one lower than the current market rate to borrowers experiencing financial difficulty. Of these loans, $13,722 and $11,084 were classified as non-accrual loans as of March 31, 2022 and December 31, 2021, respectively. The Company has calculated $1,994 and $1,245 in allowances for credit losses on TDRs as of March 31, 2022 and December 31, 2021, respectively. There were no significant unfunded loan commitments to extend additional funds on troubled debt restructurings as of March 31, 2022 or December 31, 2021.
The following tables present the financial effect of TDRs recorded during the periods indicated:
Three Months Ended March 31, 2022Number of loansPre-modification outstanding recorded investment Post-modification outstanding recorded investment Charge offs and specific reserves
Residential real estate:
1-to-4 family mortgage1 $80 $80 $— 
Consumer and other1 22 22 — 
Total2 $102 $102 $— 
Three Months Ended March 31, 2021Number of loansPre-modification outstanding recorded investment Post-modification outstanding recorded investment Charge offs and specific reserves
Commercial and industrial1 $107 $107 $— 
Commercial real estate:
Non-owner occupied111,997 11,997 — 
Total2$12,104 $12,104 $— 
Troubled debt restructurings for which there was a payment default within twelve months following the modification totaled $304 during the three months ended March 31, 2022. There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the three months ended March 31, 2021. A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.


23
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy. The terms of certain other loans were modified during the three months ended March 31, 2022 and 2021 that did not meet the definition of a TDR. The modification of these loans usually involve either a modification of the terms of a loan to borrowers who are not experiencing financial difficulties or an insignificant delay in payments.
Collateral Dependent Loans
For loans for which the repayment (based on the Company's assessment) is expected to be provided substantially through the operation or sale of collateral and the borrower is experiencing financial difficulty, the following tables present the loans and the corresponding individually assessed allowance for credit losses by class of financing receivable. Significant changes in individually assessed reserves are due to changes in the valuation of the underlying collateral in addition to changes in accrual and past due status.
March 31, 2022
Type of Collateral
Real EstateFinancial Assets and Equipment TotalIndividually assessed allowance for credit loss
Commercial and industrial$689 $3,324 $4,013 $1,776 
Construction685 — 685 84 
Residential real estate:
1-to-4 family mortgage344 — 344 — 
Residential line of credit1,367 — 1,367 5 
Commercial real estate:
Owner occupied8,470 — 8,470 80 
Non-owner occupied7,006 — 7,006 — 
Consumer and other25 — 25 1 
Total$18,586 $3,324 $21,910 $1,946 
December 31, 2021
Type of Collateral
Real EstateFinancial Assets and Equipment TotalIndividually assessed allowance for credit loss
Commercial and industrial$799 $1,090 $1,889 $— 
Construction3,580 — 3,580 92 
Residential real estate:
1-to-4 family mortgage338 — 338 — 
Residential line of credit1,400 — 1,400 10 
Commercial real estate:
Owner occupied8,117 71 8,188 200 
Non-owner occupied13,899 — 13,899 — 
Consumer and other25 — 25 1 
Total$28,158 $1,161 $29,319 $303 
24
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (4)—Other real estate owned
The amount reported as other real estate owned includes property acquired through foreclosure in addition to excess facilities held for sale and is carried at fair value less estimated cost to sell the property. The following table summarizes the other real estate owned for the three months ended March 31, 2022 and 2021: 
Three Months Ended
March 31,
 20222021
Balance at beginning of period$9,777 $12,111 
Transfers from loans563 1,395 
Proceeds from sale of other real estate
   owned		(121)(2,495)
(Loss) gain on sale of other real estate owned(104)828 
Loans provided for sales of other real
   estate owned		— (330)
Write-downs and partial liquidations(394)(332)
Balance at end of period$9,721 $11,177 
Foreclosed residential real estate properties totaled $1,193 and $775 as of March 31, 2022 and December 31, 2021, respectively. The recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $230 at March 31, 2022. As of December 31, 2021, there were no such residential foreclosure proceedings in process.
Excess land and facilities held for sale resulting from branch consolidations totaled $3,029 and $3,348 as of March 31, 2022 and December 31, 2021, respectively.
Note (5)—Leases:
As of March 31, 2022, the Company was the lessee in 53 operating leases and 1 finance lease of certain branch, mortgage and operations locations, of which 41 operating leases and 1 finance lease currently have remaining terms varying from greater than one year to 33 years. Leases with initial terms of less than one year are not recorded on the consolidated balance sheets. The Company also does not include equipment leases and leases in which the Company is the lessor on the consolidated balance sheets as these are insignificant.
Many leases include one or more options to renew, with renewal terms that can extend the lease up to an additional 20 years or more. Certain lease agreements contain provisions to periodically adjust rental payments for inflation. Renewal options that management is reasonably certain to renew and fixed rent escalations are included in the right-of-use asset and lease liability.
During the year ended December 31, 2020, the Company entered into a lease for a new corporate headquarters building located in downtown Nashville. The building is currently under construction and anticipated to be completed in late 2022. Upon commencement, the Company estimates recording a ROU asset and operating lease liability of approximately $29,000 and $30,000, respectively, in connection with this lease.
25
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Information related to the Company's leases is presented below as of March 31, 2022 and December 31, 2021:
March 31,December 31,
Classification20222021
Right-of-use assets:
Operating leasesOperating lease right-of-use assets$41,037$41,686
Finance leasesPremises and equipment, net1,4501,487
Total right-of-use assets$42,487$43,173
Lease liabilities:
Operating leasesOperating lease liabilities$45,528$46,367
Finance leasesBorrowings 1,4881,518
Total lease liabilities $47,016$47,885
Weighted average remaining lease term (in years) -
    operating		12.312.4
Weighted average remaining lease term (in years) -
    finance		13.113.4
Weighted average discount rate - operating2.72 %2.73 %
Weighted average discount rate - finance1.76 %1.76 %
The components of total lease expense included in the consolidated statements of income were as follows:
Three Months Ended
March 31,
Classification2022 2021 
Operating lease costs:
Amortization of right-of-use assetOccupancy and equipment$1,710 $1,939 
Short-term lease costOccupancy and equipment111 87 
Variable lease costOccupancy and equipment256 235 
Lease impairment Occupancy and equipment— 38 
Gain on lease modifications and
    terminations		Occupancy and equipment(18)— 
Finance lease costs:
Interest on lease liabilitiesInterest expense on borrowings9 6 
Amortization of right-of-use assetOccupancy and equipment37 28 
Total lease cost$2,105 $2,333 

During the three months ended March 31, 2022, the Company recorded a gain of $18 due to an early lease termination. Additionally, during the three months ended March 31, 2021, the Company recorded $38 in lease modification and impairment on certain vacated locations that were consolidated as a result of previous acquisitions.
The Company does not separate lease and non-lease components and instead elects to account for them as a single lease component. Variable lease cost primarily represents variable payments such as common area maintenance, utilities, and property taxes.
26
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
A maturity analysis of operating and finance lease liabilities and a reconciliation of undiscounted cash flows to the total lease liability as of March 31, 2022 is as follows:
OperatingFinance
Leases Lease
Lease payments due:
March 31, 2023$5,542 $87 
March 31, 20245,959 118 
March 31, 20255,140 120 
March 31, 20264,823 121 
March 31, 20274,700 123 
Thereafter28,730 1,102 
     Total undiscounted future minimum lease payments54,894 1,671 
Less: imputed interest(9,366)(183)
     Lease liability$45,528 $1,488 
Note (6)—Mortgage servicing rights:
Changes in the Company’s mortgage servicing rights were as follows for the three months ended March 31, 2022 and 2021:
 Three Months Ended March 31,
 2022 2021 
Carrying value at beginning of period$115,512 $79,997 
Capitalization9,812 11,594 
Change in fair value:
    Due to pay-offs/pay-downs(4,471)(9,321)
    Due to change in valuation inputs or assumptions23,822 21,922 
        Carrying value at end of period$144,675 $104,192 
The following table summarizes servicing income and expense, which are included in 'Mortgage banking income' and 'Other noninterest expense', respectively, within the Mortgage segment operating results for the three months ended March 31, 2022 and 2021: 
 Three Months Ended March 31,
 2022 2021 
Servicing income:
   Servicing income$7,429 $6,931 
   Change in fair value of mortgage servicing rights19,351 12,601 
   Change in fair value of derivative hedging instruments(19,098)(17,864)
Servicing income
7,682 1,668 
Servicing expenses2,548 2,532 
          Net servicing income (loss)(1)
$5,134 $(864)
(1) Excludes benefit of custodial servicing related noninterest-bearing deposits held by the Bank.
27
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Data and key economic assumptions related to the Company’s mortgage servicing rights as of March 31, 2022 and December 31, 2021 are as follows: 
 March 31,December 31,
 20222021
Unpaid principal balance$11,150,118 $10,759,286 
Weighted-average prepayment speed (CPR)6.41 %9.31 %
Estimated impact on fair value of a 10% increase$(5,077)$(4,905)
Estimated impact on fair value of a 20% increase$(9,734)$(9,429)
Discount rate8.68 %9.81 %
Estimated impact on fair value of a 100 bp increase$(6,456)$(4,785)
Estimated impact on fair value of a 200 bp increase$(12,378)$(9,198)
Weighted-average coupon interest rate3.20 %3.23 %
Weighted-average servicing fee (basis points)2727
Weighted-average remaining maturity (in months)330330
The Company economically hedges the mortgage servicing rights portfolio with various derivative instruments to offset changes in the fair value of the related mortgage servicing rights. See Note 9, "Derivatives" for additional information on these hedging instruments.
As of March 31, 2022 and December 31, 2021, mortgage escrow deposits totaled to $131,147 and $127,617, respectively.
Note (7)—Income taxes:
An allocation of federal and state income taxes between current and deferred portions is presented below:
Three Months Ended March 31,
2022 2021 
Current$— $5,949 
Deferred9,313 9,639 
Total$9,313 $15,588 
The following table presents a reconciliation of federal income taxes at the statutory federal rate of 21% to the Company's effective tax rates for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31,
2022 2021 
Federal taxes calculated at statutory rate$9,355 21.0 %$14,377 21.0 %
Increase (decrease) resulting from:
State taxes, net of federal benefit951 2.1 %1,750 2.6 %
(Benefit) expense from equity based compensation(291)(0.7)%(221)(0.3)%
 Municipal interest income, net of interest
   disallowance		(444)(1.0)%(424)(0.6)%
Bank-owned life insurance(74)(0.2)%(84)(0.1)%
Section 162(m) limitation122 0.3 %227 0.3 %
Other(306)(0.6)%(37)(0.1)%
Income tax expense, as reported$9,313 20.9 %$15,588 22.8 %
The Company is subject to Internal Revenue Code Section 162(m), which limits the deductibility of compensation paid to certain individuals. It is the Company’s policy to apply the Section 162(m) limitations to stock-based compensation first and then followed by cash compensation. As a result of the vesting of these units and cash compensation paid to date, the Company has disallowed a portion of its compensation paid to the applicable individuals.
28
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The components of the net deferred tax (liabilities) assets at March 31, 2022 and December 31, 2021, are as follows: 
March 31,December 31,
 2022 2021 
Deferred tax assets:  
Allowance for credit losses$34,146 $35,233 
Operating lease liabilities12,251 12,478 
Net operating loss3,644 1,370 
Amortization of core deposit intangibles53 — 
Deferred compensation2,243 5,484 
Unrealized loss on debt securities 26,158 — 
Unrealized loss on cash flow hedges— 205 
Other assets7,684 8,301 
Subtotal86,179 63,071 
Deferred tax liabilities:  
FHLB stock dividends$(484)$(484)
Operating leases - right of use assets(11,111)(11,287)
Depreciation(7,930)(7,938)
Amortization of core deposit intangibles— (116)
Unrealized gain on equity securities(2,167)(2,407)
Unrealized gain on cash flow hedges(68)— 
Unrealized gain on debt securities— (1,324)
Mortgage servicing rights(37,696)(30,098)
Goodwill(14,276)(13,743)
Other liabilities(2,699)(2,494)
Subtotal(76,431)(69,891)
Net deferred tax assets (liabilities) $9,748 $(6,820)
The Company had a net operating loss carryforward generated as a result of a previous acquisition amounting to $6,523 as of both March 31, 2022 and December 31, 2021. The net operating loss carryforward can be used to offset taxable income in future periods and reduce income tax liabilities in those future periods. While net operating losses are subject to certain annual utilization limits under Section 382, the Company believes the net operating loss carryforwards will be realized based on the projected annual limitation and the length of the net operating loss carryover period. The Company's determination of the realization of the net deferred tax asset is based on its assessment of all available positive and negative evidence. The net operating loss carryforward expires on December 31, 2029.
During the three months ended March 31, 2022, the Company generated a federal net operating loss carryforward of $6,602 and state net operating loss carryforward of $17,560. While the federal loss has no expiration period and the state loss may have varying expiration periods, the Company expects to generate sufficient taxable income to utilize the loss generated.  
Note (8)—Commitments and contingencies:
Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates.
Commitments may expire without being used. Off-balance sheet risk of credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.
March 31,December 31,
 2022 2021 
Commitments to extend credit, excluding interest rate lock commitments$3,202,550 $3,106,594 
Letters of credit77,877 77,427 
Balance at end of period$3,280,427 $3,184,021 
As of March 31, 2022 and December 31, 2021, loan commitments included above with floating interest rates totaled $2.40 billion and $2.26 billion, respectively.
29
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The Company estimates expected credit losses on off-balance sheet loan commitments that are not accounted for as derivatives under the CECL methodology. When applying this methodology, the Company considers the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions.
The table below presents activity within the allowance for credit losses on unfunded commitments included in accrued expenses and other liabilities on the Company's consolidated balance sheets for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31,
2022 2021 
Balance at beginning of period$14,380 $16,378 
Provision for credit losses on unfunded commitments1,882 (2,222)
Balance at end of period$16,262 $14,156 
In connection with the sale of mortgage loans to third party investors, the Company makes usual and customary representations and warranties as to the propriety of its origination activities. Occasionally, the investors require the Company to repurchase loans sold to them under the terms of the warranties. When this happens, the loans are recorded at fair value with a corresponding charge to a valuation reserve. The total principal amount of loans repurchased (or indemnified for) was $1,348 and $708 for the three months ended March 31, 2022 and 2021, respectively. The Company has established a reserve associated with loan repurchases.
The following table summarizes the activity in the repurchase reserve included in accrued expenses and other liabilities on the Company's consolidated balance sheets:
Three Months Ended March 31,
 2022 2021 
Balance at beginning of period$4,802 $5,928 
Provision for loan repurchases or indemnifications(389)440 
Losses on loans repurchased or indemnified(96)(84)
Balance at end of period$4,317 $6,284 
Note (9)—Derivatives:
The Company utilizes derivative financial instruments as part of its ongoing efforts to manage its interest rate risk exposure as well as the exposure for its customers. Derivative financial instruments are included in the consolidated balance sheets line items “Other assets” or “Other liabilities” at fair value in accordance with ASC 815, “Derivatives and Hedging.”
Derivatives not designated as hedging instruments
The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate-lock commitments). Under such commitments, interest rates for mortgage loans are typically locked in for between 45 to 90 days with the customer. These interest rate lock commitments are recorded at fair value in the Company’s consolidated balance sheets. The Company also enters into best effort or mandatory delivery forward commitments to sell residential mortgage loans to secondary market investors. Gains and losses arising from changes in the valuation of the rate-lock commitments and forward commitments are recognized currently in earnings and are reflected under the line item “Mortgage banking income” on the consolidated statements of income.
The Company enters into forward commitments, futures and options contracts as economic hedges to offset the changes in fair value of Mortgage servicing rights. Gains and losses associated with these instruments are included in earnings and are reflected under the line item “Mortgage banking income” on the consolidated statements of income.
Additionally, the Company enters into derivative instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with customer contracts, the Company enters into an offsetting derivative contract. The Company manages its credit risk, or potential risk of default by its commercial customers through credit limit approval and monitoring procedures.
30
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables provide details on the Company’s non-designated derivative financial instruments as of the dates presented:
March 31, 2022
Notional AmountAssetLiability
  Interest rate contracts$587,309 $23,245 $23,195 
  Forward commitments805,000 12,921 — 
  Interest rate-lock commitments541,560 1,752 — 
  Futures contracts382,000 — 4,754 
    Total$2,315,869 $37,918 $27,949 
 December 31, 2021
 Notional AmountAssetLiability
  Interest rate contracts$600,048 $19,265 $19,138 
  Forward commitments1,180,000 — 1,077 
  Interest rate-lock commitments487,396 7,197 — 
  Futures contracts429,000 922 — 
    Total$2,696,444 $27,384 $20,215 
Gains (losses) included in the consolidated statements of income related to the Company’s non-designated derivative financial instruments were as follows:
Three Months Ended March 31,
 2022 2021 
Included in mortgage banking income:
  Interest rate lock commitments$(5,446)$(21,442)
  Forward commitments37,903 43,258 
  Futures contracts(16,535)(16,332)
  Option contracts36 — 
    Total$15,958 $5,484 
Derivatives designated as cash flow hedges
The Company also maintains two interest rate swap agreements with notional amounts totaling $30,000 used to hedge interest rate exposure on outstanding subordinated debentures included in long-term debt totaling $30,930. Under these agreements, the Company receives a variable rate of interest equal to 3-month LIBOR and pays a weighted average fixed rate of interest of 2.08%. Upon the cessation of LIBOR in June 2023, the rate will convert to SOFR plus an adjustment in accordance with market standards. The interest rate swap contracts, which mature in June of 2024, are designated as cash flow hedges with the objective of reducing the variability in cash flows resulting from changes in interest rates.
31
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
 The following presents a summary of the Company's designated cash flow hedges as of the dates presented:
 March 31, 2022December 31, 2021
 Notional AmountEstimated fair valueBalance sheet locationEstimated fair valueBalance sheet location
Interest rate swap agreements-
   subordinated debt		$30,000 $262 Other assets$(785)Accrued expenses and other liabilities
During the three months ended March 31, 2022 and 2021, the Company's consolidated statements of income included losses of $139 and $137, respectively, in interest expense on borrowings related to these cash flow hedges. The cash flow hedges were effective during the periods presented and as a result qualified for hedge accounting treatment. As such, no amounts were reclassified from accumulated other comprehensive (loss) income into earnings during either period presented.
The following discloses the amount included in other comprehensive income, net of tax, for derivative instruments designated as cash flow hedges for the periods presented: 
Three Months Ended March 31,
 2022 2021 
Amount of gain recognized in other comprehensive
   (loss) income, net of tax expense of $273 and $112
$774 $316 
Derivatives designated as fair value hedges
During the three months ended March 31, 2022, the Company entered into three designated fair value hedges to mitigate the effect of changing rates on the fair value of various fixed rate liabilities, including certain money market deposits and subordinated debt. The hedging strategy converts the fixed interest rates of the hedged items to the daily compounded SOFR in arrears paid monthly. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. As of March 31, 2022, the fair value hedges were deemed effective.
 March 31, 2022
 Notional AmountRemaining Maturity (In Years)Receive Fixed RatePay Floating RateEstimated fair value
Derivatives included in other liabilities:   
  Interest rate swap
    agreement- subordinated
    debt		$100,000 1.921.45625%SOFR$(1,333)
  Interest rate swap
    agreement- fixed rate
    money market deposits		75,000 2.391.49500%SOFR(1,405)
  Interest rate swap
    agreement- fixed rate
    money market deposits		125,000 2.391.49500%SOFR(2,342)
     Total$300,000 2.231.48208%$(5,080)
During the three months ended March 31, 2022, the Company recognized income of $162 and $313 included in interest expense on borrowings and deposits, respectively, related to these fair value hedging instruments.





32
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following amounts were recorded on the balance sheet related to cumulative adjustments for fair value hedges as of March 31, 2022:
Line item on the balance sheetCarrying Amount of the Hedged ItemCumulative Decrease in Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Item
Borrowings$97,378 
(1)
$(1,333)
Money market and savings deposits205,415 
(2)
(3,747)
(1) The carrying value also includes unamortized subordinated debt issuance costs of $1,289.
(2) The carrying value also includes and purchase accounting fair value premium of $9,162.
Certain financial instruments, including derivatives, may be eligible for offset in the consolidated balance sheets when the “right of offset” exists or when the instruments are subject to an enforceable master netting agreement, which includes the right of the non-defaulting party or non-affected party to offset recognized amounts, including collateral posted with the counterparty, to determine a net receivable or net payable upon early termination of the agreement. Certain of the Company’s derivative instruments are subject to master netting agreements, however the Company has not elected to offset such financial instruments in the consolidated balance sheets. The following table presents the Company's gross derivative positions as recognized in the consolidated balance sheets as well as the net derivative positions, including collateral pledged to the extent the application of such collateral did not reduce the net derivative liability position below zero, had the Company elected to offset those instruments subject to an enforceable master netting agreement:
Offsetting Derivative AssetsOffsetting Derivative Liabilities
March 31, 2022December 31, 2021March 31, 2022December 31, 2021
Gross amounts recognized$18,895 $4,990 $12,134 $15,733 
Gross amounts offset in the consolidated balance sheets— — — — 
Net amounts presented in the consolidated balance sheets18,895 4,990 12,134 15,733 
Gross amounts not offset in the consolidated balance sheets
Less: financial instruments9,681 4,297 9,681 4,297 
Less: financial collateral pledged— — 2,453 11,436 
Net amounts$9,214 $693 $— $— 
Most derivative contracts with clients are secured by collateral. Additionally, in accordance with the interest rate agreements with derivatives dealers, the Company may be required to post margin to these counterparties. As of March 31, 2022 and December 31, 2021, the Company had minimum collateral posting thresholds with certain derivative counterparties and had collateral posted of $52,221 and $57,868, respectively, against its obligations under these agreements. Cash pledged as collateral on derivative contracts is recorded in other assets on the consolidated balance sheets.







33
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (10)—Fair value of financial instruments:
FASB ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a framework for measuring the fair value of assets and liabilities according to a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the asset or liability based on the best information available under the circumstances.
The hierarchy is broken down into the following three levels, based on the reliability of inputs:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs for assets or liabilities that are derived from assumptions based on management’s estimate of assumptions that market participants would use in pricing the assets or liabilities.
The Company records the fair values of financial assets and liabilities on a recurring and non-recurring basis using the following methods and assumptions:
Investment Securities
Investment securities are recorded at fair value on a recurring basis. Fair values for securities are based on quoted market prices, where available. If quoted prices are not available, fair values are based on quoted market prices of similar instruments or are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the pricing relationship or correlation among other benchmark quoted securities. Investment securities valued using quoted market prices of similar instruments or that are valued using matrix pricing are classified as Level 2. When significant inputs to the valuation are unobservable, the available-for-sale securities are classified within Level 3 of the fair value hierarchy. Where no active market exists for a security or other benchmark securities, fair value is estimated by the Company with reference to discount margins for other high-risk securities.
Loans held for sale
Loans held for sale are carried at fair value. Fair value is determined using current secondary market prices for loans with similar characteristics for the mortgage portfolio, that is, using Level 2 inputs. Commercial loans held for sale's fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, credit metrics and collateral value when appropriate. As such, these are considered Level 3.
Derivatives
The fair value of the Company's interest rate swap agreements to facilitate customer transactions are based upon fair values provided from entities that engage in interest rate swap activity and is based upon projected future cash flows and interest rates. The fair value of interest rate lock commitments associated with the mortgage pipeline is based on fees currently charged to enter into similar agreements, and for fixed-rate commitments, the difference between current levels of interest rates and the committed rates is also considered. The fair values of the Company's designated cash flow and fair value hedges are determined by calculating the difference between the discounted fixed rate cash flows and the discounted variable rate cash flows. The fair values of both the Company's hedges, including designated cash flow hedges and designated fair value hedges are based on pricing models that utilize observable market inputs. These financial instruments are classified as Level 2.
OREO
OREO is comprised of commercial and residential real estate obtained in partial or total satisfaction of loan obligations and excess land and facilities held for sale. OREO acquired in settlement of indebtedness is recorded at the lower of the carrying amount of the loan or the fair value of the real estate less costs to sell. Fair value is determined on a nonrecurring basis based on appraisals by qualified licensed appraisers and is adjusted for management’s estimates of costs to sell and holding period discounts. The valuations are classified as Level 3.
34
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Mortgage servicing rights
MSRs are carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. As such, MSRs are considered Level 3.
Collateral dependent loans
Collateral dependent loans are loans for which, based on current information and events, the Company has determined foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral and it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collateral dependent loans are classified as Level 3.
The following table contains the estimated fair values and the related carrying values of the Company's financial instruments. Items which are not financial instruments are not included.
 
 Fair Value
March 31, 2022Carrying amount Level 1Level 2Level 3Total
Financial assets:     
Cash and cash equivalents$1,743,311 $1,743,311 $— $— $1,743,311 
Investment securities1,686,738 — 1,686,738 — 1,686,738 
Loans, net7,884,927 — — 7,872,659 7,872,659 
Loans held for sale396,728 — 318,549 78,179 396,728 
Interest receivable39,069 101 6,806 32,162 39,069 
Mortgage servicing rights144,675 — — 144,675 144,675 
Derivatives38,180 — 38,180 — 38,180 
Financial liabilities: 
Deposits: 
Without stated maturities$9,940,962 $9,940,962 $— $— $9,940,962 
With stated maturities1,055,316 — 1,060,935 — 1,060,935 
Securities sold under agreement to
repurchase and federal funds sold
25,937 25,937 — — 25,937 
Subordinated debt128,308 — — 129,742 129,742 
Interest payable1,476 124 960 392 1,476 
Derivatives33,029 — 33,029 — 33,029 
 
 Fair Value
December 31, 2021Carrying amount Level 1Level 2Level 3Total
Financial assets:     
Cash and cash equivalents$1,797,740 $1,797,740 $— $— $1,797,740 
Investment securities1,681,892 — 1,681,892 — 1,681,892 
Loans, net7,479,103 — — 7,566,717 7,566,717 
Loans held for sale752,223 — 672,924 79,299 752,223 
Interest receivable38,528 36 6,461 32,031 38,528 
Mortgage servicing rights115,512 — — 115,512 115,512 
Derivatives27,384 — 27,384 — 27,384 
Financial liabilities: 
Deposits: 
Without stated maturities$9,705,816 $9,705,816 $— $— $9,705,816 
With stated maturities1,131,081 — 1,137,647 — 1,137,647 
Securities sold under agreement to
repurchase and federal funds sold
40,716 40,716 — — 40,716 
Subordinated debt129,544 — — 133,021 133,021 
Interest payable3,162 140 1,510 1,512 3,162 
Derivatives21,000 — 21,000 — 21,000 
35
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The balances and levels of the assets measured at fair value on a recurring basis at March 31, 2022 are presented in the following table:
At March 31, 2022Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)		Significant
other
observable
inputs
(level 2) 		Significant unobservable
inputs
(level 3) 		Total
Recurring valuations:    
Financial assets:     
Available-for-sale securities:    
U.S. government agency securities$— $38,882 $— $38,882 
Mortgage-backed securities - residential— 1,232,256 — 1,232,256 
Mortgage-backed securities - commercial— 14,307 — 14,307 
Municipal securities— 310,138 — 310,138 
Treasury securities— 80,173 — 80,173 
Corporate securities— 7,769 — 7,769 
Equity securities— 3,213 — 3,213 
Total securities$— $1,686,738 $— $1,686,738 
Loans held for sale$— $318,549 $78,179 $396,728 
Mortgage servicing rights— — 144,675 144,675 
Derivatives— 38,180 — 38,180 
Financial Liabilities:
Derivatives— 33,029 — 33,029 
The balances and levels of the assets measured at fair value on a non-recurring basis at March 31, 2022 are presented in the following table: 
At March 31, 2022Quoted prices
in active
markets for
identical assets
(liabilities
(level 1)		Significant
other
observable
inputs
(level 2) 		Significant unobservable
inputs
(level 3) 		Total
Non-recurring valuations:    
Financial assets:    
Other real estate owned$— $— $1,836 $1,836 
Collateral dependent loans:
Commercial and industrial$— $— $11 $11 
Construction— — 601 601 
Residential real estate:
Residential line of credit— — 311 311 
Commercial real estate:
Owner occupied— — 2,140 2,140 
Consumer and other— — 24 24 
Total collateral dependent loans$— $— $3,087 $3,087 
36
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The balances and levels of the assets measured at fair value on a recurring basis at December 31, 2021 are presented in the following table: 
At December 31, 2021Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)		Significant
other
observable
inputs
(level 2) 		Significant unobservable
inputs
(level 3) 		Total
Recurring valuations:    
Financial assets:     
Available-for-sale securities:    
U.S. government agency securities$— $33,870 $— $33,870 
Mortgage-backed securities - residential— 1,269,372 — 1,269,372 
Mortgage-backed securities - commercial— 15,250 — 15,250 
Municipal securities — 338,610 — 338,610 
Treasury securities— 14,908 — 14,908 
Corporate securities— 6,515 — 6,515 
Equity securities— 3,367 — 3,367 
Total securities$— $1,681,892 $— $1,681,892 
Loans held for sale$— $672,924 $79,299 $752,223 
Mortgage servicing rights— — 115,512 115,512 
Derivatives— 27,384 — 27,384 
Financial Liabilities:
Derivatives— 21,000 — 21,000 
The balances and levels of the assets measured at fair value on a non-recurring basis at December 31, 2021 are presented in the following table: 
At December 31, 2021Quoted prices
in active
markets for
identical assets
(liabilities)
(level 1)		Significant
other
observable
inputs
(level 2)		Significant unobservable
inputs
(level 3)		Total
Non-recurring valuations:    
Financial assets:    
Other real estate owned$— $— $6,308 $6,308 
Collateral dependent loans:
Construction— — 606 606 
Residential real estate:
Residential line of credit— — 592 592 
Commercial real estate: 
Owner occupied— — 729 729 
Non-owner occupied— — 3,526 3,526 
Consumer and other— — 24 24 
Total collateral dependent loans$— $— $5,477 $5,477 
The following tables present information as of March 31, 2022 and December 31, 2021 about significant unobservable inputs (Level 3) used in the valuation of assets measured at fair value on a nonrecurring basis:
As of March 31, 2022
Financial instrumentFair ValueValuation techniqueSignificant 
unobservable inputs		Range of
inputs
Collateral dependent loans$3,087 Valuation of collateralDiscount for comparable sales
10%-35%
Other real estate owned$1,836 Appraised value of property less costs to sellDiscount for costs to sell
0%-15%
37
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
As of December 31, 2021
Financial instrumentFair ValueValuation techniqueSignificant 
unobservable inputs		Range of
inputs
Collateral dependent loans$5,477 Valuation of collateralDiscount for comparable sales
10%-35%
Other real estate owned$6,308 Appraised value of property less costs to sellDiscount for costs to sell
0%-15%
For collateral dependent loans, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. Fair value of the loan's collateral is determined by third-party appraisals, which are then adjusted for estimated selling and closing costs related to liquidation of the collateral. Collateral dependent loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on changes in market conditions from the time of valuation and management's knowledge of the borrower and borrower's business. As of March 31, 2022 and December 31, 2021, total amortized cost of collateral dependent loans measured on a non-recurring basis amounted to $5,034 and $5,781, respectively.
Other real estate owned acquired in settlement of indebtedness is recorded at fair value of the real estate less estimated costs to sell. Subsequently, it may be necessary to record nonrecurring fair value adjustments for declines in fair value. Any write-downs based on the asset's fair value at the date of foreclosure are charged to the allowance for credit losses. Appraisals for both collateral dependent loans and other real estate owned are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the lending administrative department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry wide statistics. Collateral dependent loans that are dependent on recovery through sale of equipment, such as farm equipment, automobiles and aircrafts are generally valued based on public source pricing or subscription services while more complex assets are valued through leveraging brokers who have expertise in the collateral involved.
Fair value option
The following table summarizes the Company's loans held for sale, at fair value, as of the dates presented:
March 31,December 31,
20222021
Commercial and industrial$78,179 $79,299 
Residential real estate:
1-4 family mortgage318,549 672,924 
Total loans held for sale$396,728 $752,223 
Mortgage loans held for sale
The Company measures mortgage loans originated for sale at fair value under the fair value option as permitted under ASC 825, "Financial Instruments" ("ASC 825"). Electing to measure these assets at fair value reduces certain timing differences and more accurately matches the changes in fair value of the loans with changes in the fair value of derivative instruments used to economically hedge them.
Net losses of $16,874 and $20,716 resulting from fair value changes of mortgage loans were recorded in income during the three months ended March 31, 2022 and 2021, respectively. The amount does not reflect changes in fair values of related derivative instruments used to hedge exposure to market-related risks associated with these mortgage loans. The change in fair value of both loans held for sale and the related derivative instruments are recorded in Mortgage Banking Income in the consolidated statements of income. Election of the fair value option allows the Company to reduce the accounting volatility that would otherwise result from the asymmetry created by accounting for the financial instruments at the lower of cost or fair value and the derivatives at fair value.
Government National Mortgage Association optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing and was the original transferor. At the servicer’s option and without GNMA’s prior authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100 percent of the remaining principal balance of
38
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
the loan. Under FASB ASC Topic 860, “Transfers and Servicing,” this buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When the Company is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be brought back onto the balance sheet, regardless of whether the Company intends to exercise the buy-back option if the buyback option provides the transferor a more-than-trivial benefit. As of March 31, 2022, and December 31, 2021, there were $70,672 and $94,648, respectively, of delinquent GNMA loans previously sold that the Company did not record on its consolidated balance sheets as the Company determined there not to be a more-than-trivial benefit based on an analysis of interest rates and an assessment of potential reputational risk associated with these loans.
The Company’s valuation of mortgage loans held for sale incorporates an assumption for credit risk; however, given the short-term period that the Company holds these mortgage loans held for sale, valuation adjustments attributable to instrument-specific credit risk is nominal.
Commercial loans held for sale
The Company also has a portfolio of shared national credits and institutional healthcare loans that were acquired during 2020 in the acquisition of Franklin. These commercial loans are also being measured under the fair value option. As such, these loans are excluded from the allowance for credit losses. The following tables sets forth the changes in fair value associated with this portfolio for the three months ended March 31, 2022 and 2021.
Three Months Ended March 31, 2022
Principal BalanceFair Value DiscountFair Value
Carrying value at beginning of period$86,762 $(7,463)$79,299 
Change in fair value:
Pay-downs and pay-offs(946)— (946)
Write-offs to discount— — — 
Changes in valuation included in other noninterest income— (174)(174)
     Carrying value at end of period$85,816 $(7,637)$78,179 
Three Months Ended March 31, 2021
Principal balanceFair Value discountFair Value
Carrying value at beginning of period$239,063 $(23,660)$215,403 
Change in fair value:
   Pay-downs and pay-offs(39,566)— (39,566)
   Write-offs to discount(2,007)2,007 — 
   Changes in valuation included in other noninterest income— (853)(853)
      Carrying value at end of period$197,490 $(22,506)$174,984 
Interest income on loans held for sale measured at fair value is accrued as it is earned based on contractual rates and is reflected in interest income in the consolidated statements of income.
The following table summarizes the differences between the fair value and the principal balance for loans held for sale and nonaccrual loans measured at fair value as of March 31, 2022 and December 31, 2021: 
March 31, 2022Aggregate
fair value 		Aggregate Unpaid Principal BalanceDifference
Mortgage loans held for sale measured at fair value$318,549 $320,516 $(1,967)
Commercial loans held for sale measured at fair value73,092 76,028 (2,936)
Nonaccrual commercial loans held for sale5,087 9,788 (4,701)
December 31, 2021 
Mortgage loans held for sale measured at fair value$672,924 $658,017 $14,907 
Commercial loans held for sale measured at fair value74,082 76,863 (2,781)
Nonaccrual commercial loans held for sale5,217 9,899 (4,682)
39
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (11)—Segment reporting:
The Company and the Bank are engaged in the business of banking and provide a full range of financial services. The Company determines reportable segments based on the significance of the segment’s operating results to the overall Company, the products and services offered, customer characteristics, processes and service delivery of the segments and the regular financial performance review and allocation of resources by the Chief Executive Officer, the Company’s chief operating decision maker. The Company has identified two distinct reportable segments—Banking and Mortgage. The Company’s primary segment is Banking, which provides a full range of deposit and lending products and services to corporate, commercial and consumer customers. For periods prior to and for the three months ended March 31, 2022, the Company offered conforming residential mortgage loans and services through two delivery channels: retail and our national Direct-to-Consumer internet delivery channel. Additionally, the Mortgage segment activities include the servicing of residential mortgage loans and the packaging and securitization of loans to governmental agencies. The Company’s mortgage division represents a distinct reportable segment which differs from the Company’s primary business of commercial and retail banking.
The financial performance of the Mortgage segment is assessed based on results of operations reflecting direct revenues and expenses and allocated expenses. This approach gives management a better indication of the operating performance of the segment. When assessing the Banking segment’s financial performance, the CEO utilizes reports with indirect revenues and expenses including but not limited to the investment portfolio, electronic delivery channels and areas that primarily support the banking segment operations. Therefore, these are included in the results of the Banking segment. Other indirect revenue and expenses related to general administrative areas are also included in the internal financial results reports of the Banking segment utilized by the CEO for analysis and are thus included for Banking segment reporting. The Mortgage segment utilizes funding sources from the Banking segment in order to fund mortgage loans that are ultimately sold on the secondary market and uses proceeds from loan sales to repay obligations due to the Banking segment.
On May 10, 2022, the Company announced the restructuring of its Mortgage segment, including the discontinuation of the Direct-to-Consumer delivery channel, which is one of two delivery channels in the Mortgage segment. For the three months ended March 31, 2022 and 2021, the Direct-to-Consumer channel comprised 43.4% and 50.2% of the Company's total interest rate lock volume and 50.7% and 52.8% of the Company's sales volume, respectively. As a result of exiting this channel, the Company expects to incur total pre-tax restructuring charges of approximately $11,000 to $13,000 through the remainder of 2022 and to halt operations in this channel prior to the fourth quarter of 2022. The Company plans to continue originating and selling residential mortgage loans within its Mortgage segment through its traditional mortgage retail channel, retain mortgage servicing rights and continue holding residential 1-4 family mortgage loans in the loan portfolio.
40
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The following tables provide segment financial information for three months ended March 31, 2022 and 2021 as follows:
Three Months Ended March 31, 2022BankingMortgageConsolidated
Net interest income$88,184 $(2)$88,182 
Provisions for credit losses(1)
(4,247)— (4,247)
Mortgage banking income(2)
— 29,278 29,278 
Change in fair value of mortgage servicing rights, net of hedging(2)
— 253 253 
Other noninterest income11,983 (122)11,861 
Depreciation and amortization1,710 326 2,036 
Amortization of intangibles1,244 — 1,244 
Other noninterest expense56,630 29,362 85,992 
Income (loss) before income taxes$44,830 $(281)$44,549 
Income tax expense9,313 
Net income applicable to FB Financial Corporation and noncontrolling
interest
35,236 
Net income applicable to noncontrolling interest(3)
— 
Net income applicable to FB Financial Corporation$35,236 
Total assets$11,890,847 $783,344 $12,674,191 
Goodwill242,561 — 242,561 
(1)Included $1,882 in provision for credit losses on unfunded commitments.
(2)Change in fair value of mortgage servicing rights, net of hedging is included in mortgage banking income in the Company's consolidated statements of income.
(3)Banking segment includes noncontrolling interest.

Three Months Ended March 31, 2021BankingMortgageConsolidated
Net interest income$82,597 $(21)$82,576 
Provisions for credit losses(1)
(13,854)— (13,854)
Mortgage banking income(2)
— 60,595 60,595 
Change in fair value of mortgage servicing rights, net of hedging(2)
— (5,263)(5,263)
Other noninterest income11,398 — 11,398 
Depreciation and amortization1,728 328 2,056 
Amortization of intangibles1,440 — 1,440 
Other noninterest expense52,567 38,635 91,202 
Income before income taxes$52,114 $16,348 $68,462 
Income tax expense15,588 
Net income applicable to FB Financial Corporation and noncontrolling
interest
52,874 
Net income applicable to noncontrolling interest(4)
— 
Net income applicable to FB Financial Corporation$52,874 
Total assets$10,787,955 $1,147,871 $11,935,826 
Goodwill242,561 — 242,561 
(1)Includes $2,222 in provision for credit losses on unfunded commitments.
(2)Change in fair value of mortgage servicing rights, net of hedging is included in mortgage banking income in the Company's consolidated statements of income.
(3)Banking segment includes noncontrolling interest.
Our Banking segment provides our Mortgage segment with a warehouse line of credit that is used to fund mortgage loans held for sale. The warehouse line of credit, which is eliminated in consolidation, is limited based on interest income earned by the Mortgage segment. The amount of interest paid by our Mortgage segment to our Banking segment under this warehouse line of credit is recorded as interest income to our Banking segment and as interest expense to our Mortgage segment, both of which are included in the calculation of net interest income for each segment. The amount of interest paid by our Mortgage segment to our Banking segment under this warehouse line of credit was $5,666 and $5,400 for the three months ended March 31, 2022 and 2021, respectively.

41
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (12)—Minimum capital requirements:
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.
Under regulatory guidance for non-advanced approaches institutions, the Bank and Company are required to maintain minimum capital ratios as outlined in the table below. Additionally, under U.S. Basel III Capital Rules, the decision was made to opt out of including accumulated other comprehensive income in regulatory capital. As of March 31, 2022 and December 31, 2021, the Bank and Company met all capital adequacy requirements to which they are subject.
In March 2020, the OCC, the Board of Governors of the Federal Reserve System, and the FDIC announced a final rule to delay the estimated impact on regulatory capital stemming from the implementation of CECL. The final rule maintained the three-year transition option in the previous rule and provides banks the option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period (five-year transition option). The Company adopted the capital transition relief over the permissible five-year period and delayed the initial impact of CECL adoption plus 25% of the quarterly increases in ACL through December 31, 2021. As of January 1, 2022, the cumulative amount of the transition adjustments became fixed and are being phased out of regulatory capital calculations evenly over a three year period, with 75% of the transition provision’s impact being recognized in 2022, 50% recognized in 2023, and 25% recognized in 2024.
42
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Actual and required capital amounts and ratios are included below as of the dates indicated.

 As of March 31, 2022ActualMinimum Capital
adequacy with
capital buffer		To be well capitalized
under prompt corrective
action provisions
AmountRatioAmountRatioAmountRatio
Total Capital (to risk-weighted assets)      
FB Financial Corporation$1,456,669 14.2 %$1,077,296 10.5 %N/AN/A
FirstBank1,413,849 13.8 %1,075,838 10.5 %$1,024,608 10.0 %
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation$1,264,358 12.3 %$872,096 8.5 %N/AN/A
FirstBank1,221,538 11.9 %870,917 8.5 %$819,686 8.0 %
Tier 1 Capital (to average assets)
FB Financial Corporation$1,264,358 10.2 %$497,942 4.0 %N/AN/A
FirstBank1,221,538 9.8 %497,337 4.0 %$621,671 5.0 %
Common Equity Tier 1 Capital
(to risk-weighted assets)
FB Financial Corporation$1,234,358 12.0 %$718,197 7.0 %N/AN/A
FirstBank1,221,538 11.9 %717,226 7.0 %$665,995 6.5 %
As of December 31, 2021ActualMinimum Capital
adequacy with
capital buffer		To be well capitalized
under prompt corrective
action provisions
AmountRatioAmountRatioAmountRatio
Total Capital (to risk-weighted assets)      
FB Financial Corporation$1,434,581 14.5 %$1,039,984 10.5 %N/AN/A
FirstBank1,396,407 14.1 %1,038,760 10.5 %$989,295 10.0 %
Tier 1 Capital (to risk-weighted assets)
FB Financial Corporation$1,251,874 12.6 %$841,892 8.5 %N/AN/A
FirstBank1,213,700 12.3 %840,901 8.5 %$791,436 8.0 %
Tier 1 Capital (to average assets)
FB Financial Corporation$1,251,874 10.5 %$474,831 4.0 %N/AN/A
FirstBank1,213,700 10.2 %474,044 4.0 %$592,555 5.0 %
Common Equity Tier 1 Capital
(to risk-weighted assets)
FB Financial Corporation$1,221,874 12.3 %$693,322 7.0 %N/AN/A
FirstBank1,213,700 12.3 %692,507 7.0 %$643,042 6.5 %


















43
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
Note (13)—Stock-Based Compensation:
Restricted Stock Units
The Company grants RSUs under compensation arrangements for the benefit of employees, executive officers, and directors. RSU grants are subject to time-based vesting. The total number of restricted stock units granted represents the maximum number of restricted stock units eligible to vest based upon the service conditions set forth in the grant agreements.
The following table summarizes information about the changes in restricted stock units for the three months ended March 31, 2022:
 Restricted Stock
Units
Outstanding		Weighted
Average Grant
Date
Fair Value
Balance at beginning of period492,320 $36.06 
Granted123,709 44.43 
Vested(101,057)33.61 
Forfeited(3,372)39.70 
Balance at end of period511,600 $38.56 
The total fair value of restricted stock units vested and released was $3,397 and $4,364 for the three months ended March 31, 2022 and 2021, respectively.
The compensation cost related to stock grants and vesting of restricted stock units was $1,856 and $2,466 for the three months ended March 31, 2022 and 2021, respectively. This included costs related to director grants and compensation elected to be settled in stock amounting to $166 and $157 for the three months ended March 31, 2022 and 2021, respectively.
As of March 31, 2022, there was $15,200 of total unrecognized compensation cost related to unvested restricted stock units which is expected to be recognized over a weighted-average period of 2.6 years. Additionally, as of March 31, 2022, there were 1,814,244 shares available for issuance under the Company's stock compensation plans. As of March 31, 2022 and December 31, 2021, there were $247 and $274, respectively, accrued in other liabilities related to dividend equivalent units declared to be paid upon vesting and distribution of the underlying restricted stock units.
Performance Based Restricted Stock Units
The following table summarizes information about the changes in PSUs as of and for the three months ended March 31, 2022.
Performance Stock
Units
Outstanding		Weighted
Average Grant
Date
Fair Value
Balance at beginning of period (unvested)115,750 $40.13 
Granted69,010 44.44 
Vested— — 
Forfeited or expired— — 
Balance at end of period (unvested)184,760 $41.74 
The Company awards performance-based restricted stock units to executives and other officers and employees. Under the terms of the awards, the number of units that will vest and convert to shares of common stock will be based on the Company's performance relative to a predefined peer group over a fixed three-year performance period. The number of shares issued upon vesting will range from 0% to 200% of the PSUs granted. The Company's performance relative to the peer group will be measured based on calculated non-GAAP adjusted return on average tangible common equity, adjusted for unusual gains/losses, merger expenses, and other items as approved by the compensation committee of the Company's board of directors. Compensation expense for PSUs is estimated each period based on the fair value of the Company's stock at the grant date and the most probable outcome of the performance condition, adjusted for the passage of time within the vesting period of the awards.
44
FB Financial Corporation and subsidiaries
Notes to consolidated financial statements
(Unaudited)
(Dollar amounts are in thousands, except share and per share amounts)
The Company recorded compensation cost $726 and $200 for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company determined the probability of meeting the performance criteria for each grant, and recorded compensation cost associated with vestings of 175.0% (related to shares granted in 2020), 75.0% (related to shares granted in 2021) and 100% (related to shares granted in 2022), when factoring in the conversion of PSUs to shares of common stock. As of March 31, 2022, maximum unrecognized compensation cost at 200% payout related to the unvested PSUs was $12,322, and the remaining performance period over which the cost could be recognized was 2.0 years.
Employee Stock Purchase Plan:
The Company maintains an employee stock purchase plan under which employees, through payroll deductions, are able to purchase shares of Company common stock. The employee purchase price is 95% of the lower of the market price on the first or last day of the offering period. The maximum number of shares issuable during any offering period is 200,000 shares and a participant may not purchase more than 725 shares during any offering period (and, in any event, no more than $25 worth of common stock in any calendar year). There were 15,152 and 21,566 shares of common stock issued under the ESPP with proceeds from employee payroll withholdings of $588 and $811, during the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there were 2,326,544 shares available for issuance under the ESPP, respectively.
Note (14)—Related party transactions:
(A) Loans:
The Bank has made and expects to continue to make loans to the directors, certain management and executive officers of the Company and their affiliates in the ordinary course of business, in compliance with regulatory requirements.
An analysis of loans to executive officers, certain management, and directors of the Bank and their affiliates is presented below:
Loans outstanding at January 1, 2022$29,010 
New loans and advances39,767 
Change in related party status(9,037)
Repayments(192)
Loans outstanding at March 31, 2022$59,548 
 Unfunded commitments to certain executive officers, certain management and directors and their associates totaled $29,662 and $10,994 at March 31, 2022 and December 31, 2021, respectively.
(B) Deposits:
The Bank held deposits from related parties totaling $308,361 and $312,956 as of March 31, 2022 and December 31, 2021, respectively.
(C) Leases:
The Bank leases various office spaces from entities owned by certain directors of the Company under varying terms. The Company had $3 and $6 in unamortized leasehold improvements related to these leases at March 31, 2022 and December 31, 2021, respectively. These improvements are being amortized over a term not to exceed the length of the lease. Lease expense for these properties totaled $101 and $128 for the three months ended March 31, 2022 and 2021.
(D) Aviation time sharing agreements:
The Company is a participant to an aviation time sharing agreement with an entity owned by a certain director of the Company. During the three months ended March 31, 2021, the Company made payments of $11 under this agreement. No such payments were made during the three months ended March 31, 2022. Additionally, during the year ended December 31, 2021, the Bank formed a subsidiary, FBK Aviation, LLC and purchased an aircraft under this entity. FBK Aviation, LLC also established a non-exclusive aircraft lease agreement with an entity owned by one of the Company's directors. During the three months ended March 31, 2022, the Company recognized income amounting to $11 under this agreement. No such income was recognized during the three months ended March 31, 2021.


45

ITEM 2 – Management’s discussion and analysis of financial condition and results of operations
The following is a discussion of our financial condition at March 31, 2022 and December 31, 2021, and our results of operations for the three months ended March 31, 2022 and 2021, and should be read in conjunction with our audited consolidated financial statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, that was filed with the SEC on February 25, 2022, and with the accompanying unaudited notes to the consolidated financial statements set forth in this Report.
Forward-looking statements
Certain statements contained in this Report that are not historical in nature may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company’s business operations, assets, valuations, financial conditions, results of operations, future plans, strategies, and expectations, including statements regarding the Company’s Mortgage segment restructuring. These statements can generally be identified by the use of the words and phrases “may,” “will,” “should,” “could,” “would,” “goal,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target,” “aim,” “predict,” “continue,” “seek,” “project,” and other variations of such words and phrases and similar expressions. These forward-looking statements are not historical facts, and are based upon management's current expectations, estimates, and projections, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates, and projections will be achieved. Accordingly, the Company cautions shareholders and investors that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking statements including, without limitation, (1) current and future economic conditions, including the effects of inflation, interest rate fluctuations, changes in the economy or global supply chain, supply-demand imbalances affecting local real estate prices, and high unemployment rates in the local or regional economies in which the Company operates and/or the US economy generally, (2) the ongoing effects of the COVID-19 pandemic, including the magnitude and duration of the pandemic and the emergence of new variants, development of related vaccines, and the impact on general economic and financial market conditions and on the Company’s business and the Company’s customers' business, results of operations, asset quality and financial condition, (3) vaccines' efficacy against the virus, including new variants, (4) changes in government interest rate policies and its impact on the Company’s business, NIM, and mortgage operations, (5) the Company’s ability to effectively manage problem credits, (6) the Company’s ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions, (7) difficulties and delays in integrating acquired businesses or fully realizing costs savings, revenue synergies and other benefits from future and prior acquisitions, (8) the Company’s ability to successfully execute its various business strategies, (9) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including legislative developments, (10) the potential impact of the proposed phase-out of LIBOR or other changes involving LIBOR, (11) the effectiveness of the Company’s cybersecurity controls and procedures to prevent and mitigate attempted intrusions, (12) the Company's dependence on information technology systems of third party service providers and the risk of systems failures, interruptions, or breaches of security, and (13) general competitive, economic, political, and market conditions, including global economic and political conditions. Further information regarding the Company and factors which could affect the forward-looking statements contained herein can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in any of the Company’s subsequent filings with the SEC. Many of these factors are beyond the Company’s ability to control or predict. If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date of this Report, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the company. The Company qualifies all forward-looking statements by these cautionary statements.
Critical accounting policies
Our financial statements are prepared in accordance with U.S. GAAP and general practices within the banking industry. Within our financial statements, certain financial information contains approximate measurements of financial effects of


transactions and impacts at the consolidated balance sheet dates and our results of operations for the reporting periods. We monitor the status of proposed and newly issued accounting standards to evaluate the impact on our financial condition and results of operations. Our accounting policies, including the impact of any newly issued accounting standards if applicable, are discussed in further detail in Note 1, "Basis of presentation," in the notes to our consolidated financial statements in our Annual Report.
Financial highlights
The following table presents certain selected historical consolidated income statement data and key performance indicators as of the dates or for the periods indicated. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period.
As of or for the three months ended,As of or for the year ended
March 31,December 31,
(dollars in thousands, except per share data
     and %)		2022 2021 2021 
Statement of Income Data
Net interest income$88,182 $82,576 $347,370 
Provisions for credit losses(4,247)(13,854)(40,993)
Total noninterest income41,392 66,730 228,255 
Total noninterest expense89,272 94,698 373,567 
Income before income taxes44,549 68,462 243,051 
Income tax expense9,313 15,588 52,750 
Net income applicable to noncontrolling interest— — 16 
Net income applicable to FB Financial Corporation $35,236 $52,874 $190,285 
Net income applicable to FB Financial Corporation and
      noncontrolling interest		35,236 52,874 190,301 
Net interest income (tax-equivalent basis)$88,932 $83,368 $350,456 
Per Common Share
Basic net income$0.74 $1.12 $4.01 
Diluted net income0.74 1.10 3.97 
Book value (1)
29.06 28.08 30.13 
Tangible book value (4)
23.62 22.51 24.67 
Cash dividends declared0.13 0.11 0.44 
Selected Ratios
Return on average:
Assets (2)
1.13 %1.86 %1.61 %
Common shareholders' equity (2)
10.1 %16.5 %14.0 %
Tangible common equity (4)
12.4 %20.6 %17.3 %
Average shareholders' equity to average
    assets		11.2 %11.3 %11.5 %
Net interest margin (tax-equivalent basis)3.04 %3.19 %3.19 %
Efficiency ratio68.9 %63.4 %64.9 %
Adjusted efficiency ratio (tax-equivalent
    basis) (4)
68.1 %63.0 %65.8 %
Yield on interest-earning assets3.28 %3.66 %3.53 %
Cost of interest-bearing liabilities0.34 %0.65 %0.48 %
Cost of total deposits0.20 %0.41 %0.30 %
Credit Quality Ratios
Allowance for credit losses to loans, net of
   unearned income (5)
1.50 %2.24 %1.65 %
Nonperforming loans HFI to loans HFI, net of
  unearned income		0.51 %0.94 %0.62 %
47

As of or for the three months ended,As of or for the year ended
March 31,December 31,
(dollars in thousands, except per share data
     and %)		2022 2021 2021 
Capital Ratios (Company)
Total common shareholders' equity to assets10.9 %11.1 %11.4 %
Tier 1 capital (to average assets)10.2 %10.1 %10.5 %
Tier 1 capital (to risk-weighted assets (3)
12.3 %12.3 %12.6 %
Total capital (to risk-weighted assets) (3)
14.2 %14.6 %14.5 %
Tangible common equity to tangible assets (4)
9.03 %9.13 %9.51 %
Common Equity Tier 1 (to risk-weighted assets)
(CET1) (3)
12.0 %12.0 %12.3 %
Capital Ratios (Bank)
Total common Shareholders' equity to assets10.8 %11.3 %11.3 %
Tier 1 capital (to average assets)9.8 %10.0 %10.2 %
Tier 1 capital (to risk-weighted assets) (3)
11.9 %12.1 %12.3 %
Total capital to (risk-weighted assets) (3)
13.8 %14.2 %14.1 %
Common Equity Tier 1 (to risk-weighted assets)
(CET1) (3)
11.9 %12.1 %12.3 %
(1)Book value per share equals our total common shareholders’ equity as of the date presented divided by the number of shares of our common stock outstanding as of the date presented. The number of shares of our common stock outstanding was 47,487,874; 47,331,680 and 47,549,241 as of March 31, 2022, March 31, 2021 and December 31, 2021, respectively.
(2)We have calculated our return on average assets and return on average common equity for a period by dividing annualized net income or loss for that period by our average assets and average equity, as the case may be, for that period. We calculate our average assets and average common equity for a period by dividing the sum of our total asset balance or total common shareholders' equity balance, as the case may be, as of the close of business on each day in the relevant period and dividing by the number of days in the period.
(3)We calculate our risk-weighted assets using the standardized method of the Basel III Framework.
(4)These measures are not measures recognized under generally accepted accounting principles (United States), and are therefore considered to be non-GAAP financial measures. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a reconciliation of these measures to their most comparable GAAP measures.
(5)Excludes reserve for credit losses on unfunded commitments.
GAAP reconciliation and management explanation of non-GAAP financial measures
We identify certain financial measures discussed in this Report as being "non-GAAP financial measures." The non-GAAP financial measures presented in this Report are adjusted efficiency ratio (tax equivalent basis), tangible book value per common share, tangible common equity, tangible common equity to tangible assets and return on average tangible common equity.
In accordance with the SEC's rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows.
The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in our financial highlights may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in our financial highlights when comparing such non-GAAP financial measures. The following reconciliation tables provide a more detailed analysis of, and reconciliations for, each of these non-GAAP financial measures.
Adjusted Efficiency ratio (tax-equivalent basis)
The adjusted efficiency ratio (tax-equivalent basis) is a non-GAAP measure that excludes certain gains (losses), merger and conversion, offering, and mortgage restructuring expenses and other selected items. Our management uses this measure in its analysis of our performance. Our management believes this measure provides a greater understanding of ongoing operations and enhances comparability of results with prior periods, as well as demonstrates the effects of significant gains or losses and changes. The most directly comparable financial measure calculated in accordance with GAAP is the efficiency ratio.
48

The following table presents, as of the dates set forth below, a reconciliation of our adjusted efficiency ratio (tax-equivalent basis) to our efficiency ratio:
(In Thousands, Except Share Data and %)Three Months Ended March 31,Year Ended December 31,
2022 2021 2021 
Adjusted efficiency ratio (tax-equivalent
    basis)
Total noninterest expense$89,272 $94,698 $373,567 
Less offering expenses — — 605 
Less gain on lease terminations— — (787)
Less certain charitable contributions— — 1,422 
Adjusted noninterest expense$89,272 $94,698 $372,327 
Net interest income (tax-equivalent basis)$88,932 $83,368 $350,456 
Total noninterest income41,392 66,730 228,255 
Less (loss) gain on change in fair value on
   commercial loans held for sale 		(174)(853)11,172 
Less loss on swap cancellation— — (1,510)
Less (loss) gain on sales or write-downs of
   other real estate owned and other assets		(498)496 2,504 
Less gain (loss) on other assets64 (11)323 
Less (loss) gain from securities, net(152)83 324 
Adjusted noninterest income$42,152 $67,015 $215,442 
Adjusted operating revenue$131,084 $150,383 $565,898 
Efficiency ratio (GAAP)68.9 %63.4 %64.9 %
Adjusted efficiency ratio (tax-equivalent
    basis)		68.1 %63.0 %65.8 %
Tangible book value per common share and tangible common equity to tangible assets
Tangible book value per common share and tangible common equity to tangible assets are non-GAAP measures that exclude the impact of goodwill and other intangibles used by the Company's management to evaluate capital adequacy. Because intangible assets such as goodwill and other intangibles vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare the Company's capital position to other companies. The most directly comparable financial measure calculated in accordance with GAAP is book value per common share and our total shareholders' equity to total assets.
49

The following table presents, as of the dates set forth below, tangible common equity compared with total common shareholders' equity, tangible book value per common share compared with our book value per common share and common equity to tangible assets compared to total common shareholders' equity to total assets:
As of March 31,As of December 31,
(In Thousands, Except Share Data and %)2022 2021 2021 
Tangible Assets
Total assets$12,674,191 $11,935,826 $12,597,686 
Adjustments:
Goodwill(242,561)(242,561)(242,561)
Core deposit and other intangibles(15,709)(20,986)(16,953)
Tangible assets$12,415,921 $11,672,279 $12,338,172 
Tangible Common Equity
Total common shareholders' equity$1,379,776 $1,329,103 $1,432,602 
Adjustments:
Goodwill(242,561)(242,561)(242,561)
Core deposit and other intangibles(15,709)(20,986)(16,953)
Tangible common equity$1,121,506 $1,065,556 $1,173,088 
Common shares outstanding47,487,874 47,331,680 47,549,241 
Book value per common share$29.06 $28.08 $30.13 
Tangible book value per common share$23.62 $22.51 $24.67 
Total common shareholders' equity to total assets10.9 %11.1 %11.4 %
Tangible common equity to tangible assets9.03 %9.13 %9.51 %
Return on average tangible common equity
Return on average tangible common equity is a non-GAAP measure that uses average shareholders' equity and excludes the impact of goodwill and other intangibles. This measurement is also used by the Company's management to evaluate capital adequacy. The following table presents, as of the dates set forth below, reconciliations of total average tangible common equity to average shareholders' equity and return on average tangible common equity to return on average shareholders' equity:
Three Months Ended March 31,Year Ended December 31,
(In Thousands, Except %)2022 2021 2021 
Return on average tangible common equity
Total average common shareholders' equity$1,415,985 $1,303,493 $1,361,637 
Adjustments:
Average goodwill(242,561)(242,561)(242,561)
Average intangibles, net(16,376)(21,695)(19,606)
Average tangible common equity$1,157,048 $1,039,237 $1,099,470 
Net income applicable to FB Financial
    Corporation		$35,236 $52,874 $190,285 
Return on average common shareholders'
    equity		10.1 %16.5 %14.0 %
Return on average tangible common equity12.4 %20.6 %17.3 %

50

Company overview
We are a financial holding company headquartered in Nashville, Tennessee. We operate primarily through our wholly-owned bank subsidiary, FirstBank, the third largest bank headquartered in Tennessee, based on total assets. FirstBank provides a comprehensive suite of commercial and consumer banking services to clients in select markets in Tennessee, Kentucky, Alabama and North Georgia, and mortgage offices across the Southeast. As of March 31, 2022, our footprint included 81 full-service branches serving the following Tennessee Metropolitan Statistical Areas: Nashville, Chattanooga (including North Georgia), Knoxville, Memphis, and Jackson in addition to Bowling Green, Kentucky and Birmingham, Florence and Huntsville, Alabama. We also provide banking services to 16 community markets throughout Tennessee and North Georgia. FirstBank also provides mortgage banking services utilizing its bank branch network and mortgage banking offices strategically located throughout the southeastern United States.
We operate through two segments, Banking and Mortgage. We generate most of our revenue in our Banking segment from interest on loans and investments, loan-related fees, trust and investment services and deposit-related fees. Our primary source of funding for our loans is customer deposits, and, to a lesser extent, unsecured credit lines, brokered and internet deposits, and other borrowings. We generate most of our revenue in our Mortgage segment from origination fees and gains on sales in the secondary market of mortgage loans, as well as from mortgage servicing revenues.
Recent developments
Mortgage restructuring
In May 10, 2022, we announced the restructuring of our Mortgage segment, including the discontinuation of our internet delivery channel, Real Genius, formerly known as ConsumerDirect (the "Direct-to-Consumer" channel), which is one of two delivery channels in the Mortgage segment. For the three months ended March 31, 2022 and 2021, our Direct-to-consumer delivery channel comprised 43.4% and 50.2% of the Company's total interest rate lock volume and 50.7% and 52.8% of the Company's sales volume, respectively. As a result of exiting this channel, we expect to incur total pre-tax restructuring charges of approximately $11.0 million to $13.0 million through the remainder of 2022 and to halt operations in this channel prior to the fourth quarter of 2022. We plan to continue originating and selling residential mortgage loans within our Mortgage segment through our traditional consumer-facing mortgage retail channel, retain mortgage servicing rights and continue holding residential 1-4 family mortgage loans in our loan portfolio.
Pandemic update
As previously disclosed, the COVID-19 health pandemic has created financial disruptions including rapid decreases in commercial and consumer activity, increases in unemployment, widening of credit spreads, dislocation of bond markets, disruption of global supply chains and changes in consumer spending behavior. During the three months ended March 31, 2022, the economic outlook related to COVID-19 continued to improve and additional pandemic-related restrictions lifted. Despite the improvement, concern remains regarding the long-term impact on the global economy, the efficacy of available vaccines and boosters to protect against widespread infection, labor market shortages, persistent supply chain delays and other political and economic variables. As such, there continues to be uncertainty regarding the long term effects on the global economy, which could have a material adverse impact on the our business operations, asset valuations, financial condition, and results of operations. In response to this uncertainty, we continues to take deliberate actions to ensure the continued health and strength of our balance sheet, including careful balance sheet management in order to maintain a strong capital position.
Overview of recent financial performance
Results of operations
Three months ended March 31, 2022 compared to the three months ended March 31, 2021
Our net income decreased during the three months ended March 31, 2022 to $35.2 million from $52.9 million for the three months ended March 31, 2021. Diluted earnings per common share was $0.74 and $1.10 for the three months ended March 31, 2022 and 2021, respectively. Our net income represented a return on average assets of 1.13% and 1.86% for the three months ended March 31, 2022 and 2021, respectively, and a return on average equity of 10.1% and 16.5% for the same periods. Our ratio of return on average tangible common equity for the three months ended March 31, 2022 and 2021 was 12.4% and 20.6%, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of tangible common equity and return on tangible common equity.
51

These results were impacted by lower interest rate lock volumes and compressing margins in our Mortgage segment during the three months ended March 31, 2022 compared with the three months ended March 31, 2021.
During the three months ended March 31, 2022, net interest income before provisions for credit losses increased to $88.2 million compared with $82.6 million in the three months ended March 31, 2021. The increase was primarily driven by an increase in our average taxable available-for-sale securities by 66.2% to $1.38 billion for the three months ended March 31, 2022 as compared to $0.83 billion or the three months ended March 31, 2021. Additionally, interest expense on deposits decreased $4.4 million to $5.5 million for the three months ended March 31, 2022 compared to $9.8 million in the three months ended March 31, 2021, primarily attributable to the change in interest rates.
Our net interest margin, on a tax-equivalent basis, decreased to 3.04% for the three months ended March 31, 2022 as compared to 3.19% for the three months ended March 31, 2021, which was impacted by $2.2 million of accelerated purchase accounting premium amortization caused by the payoff of two PCD loans with balances totaling $21.4 million.
Our NIM also continued to be influenced by excess liquidity carried on the balance sheet, which negatively impacted our NIM by approximately 29 basis points for the three months ended March 31, 2022 compared to 33 basis points for the three months ended March 31, 2021. We calculate our estimated excess liquidity as interest bearing deposits with other financial institutions in excess of 5% of average tangible assets.
Noninterest income for the three months ended March 31, 2022 decreased by $25.3 million to $41.4 million, down from $66.7 million in the same period in the prior year. The decrease in noninterest income was primarily driven by a decrease in mortgage banking income of $25.8 million to $29.5 million for the three months ended March 31, 2022 from $55.3 million for the three months ended March 31, 2021.
Noninterest expense decreased to $89.3 million for the three months ended March 31, 2022, compared with $94.7 million for the three months ended March 31, 2021. The decrease in noninterest expense is reflective of the decreases in salaries, commissions and personnel-related costs related to the decrease in mortgage incentives and commissions associated with the reduction in production.
Business segment highlights
We operate our business in two business segments: Banking and Mortgage. See Note 11, “Segment reporting” in the notes to our consolidated financial statements for a description of these business segments.
Banking
Income before taxes from the Banking segment decreased for the three months ended March 31, 2022 to $44.8 million, compared to $52.1 million for the three months ended March 31, 2021. Net interest income increased by $5.6 million to $88.2 million during the three months ended March 31, 2022 compared to $82.6 million during the three months ended March 31, 2021. Our net provisions for credit losses on loans held for investment and unfunded loan commitments resulted in a reversal of $4.2 million of provision during the three months ended March 31, 2022 compared to $13.9 million in the same period in the previous year. Noninterest income increased to $12.0 million in the three months ended March 31, 2022 as compared to $11.4 million in the three months ended March 31, 2021. Noninterest expense increased $3.8 million to $59.6 million for three months ended March 31, 2022.
Mortgage
Activity in our Mortgage segment resulted in a pre-tax net loss of $0.3 million for the three months ended March 31, 2022 as compared to pre-tax net income of $16.3 million for the three months ended March 31, 2021. There was a decrease in mortgage banking income of $25.8 million to $29.5 million during the three months ended March 31, 2022 compared to $55.3 million for the three months ended March 31, 2021. Noninterest expense for the three months ended March 31, 2022 and 2021 was $29.7 million and $39.0 million, respectively, reflecting decreases in commissions and incentive costs associated with the decrease in production during the current period compared with the same period in the previous year.
Further discussion on the components of mortgage banking income is included under the subheading 'Noninterest income' included within this management's discussion and analysis.

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Results of operations
Throughout the following discussion of our operating results, we present our net interest income, net interest margin and efficiency ratio on a fully tax-equivalent basis. The fully tax-equivalent basis adjusts for the tax-favored status of net interest income from certain loans and investments. We believe this measure to be the preferred industry measurement of net interest income, which enhances comparability of net interest income arising from taxable and tax-exempt sources.
The adjustment to convert certain income to a tax-equivalent basis consists of dividing tax exempt income by one minus the combined federal and blended state statutory income tax rate of 26.06% for the three months ended March 31, 2022 and 2021.
Net interest income
Net interest income is the most significant component of our earnings, generally comprising over 50% of our total revenues in a given period. Net interest income and margin are shaped by many factors, primarily the volume, term structure and mix of earning assets, funding mechanisms, and interest rate fluctuations. Other factors include accretion or amortization of discounts or premiums on purchased loans, prepayment risk on mortgage and investment–related assets, and the composition and maturity of earning assets and interest-bearing liabilities. Loans typically generate more interest income than investment securities with similar maturities. Funding from client deposits generally costs less than wholesale funding sources. Factors such as general economic activity, Federal Reserve monetary policy, and price volatility of competing alternative investments, can also exert significant influence on our ability to optimize the mix of assets and funding, net interest income, and margin.
In response to economic uncertainty related to the COVID-19 pandemic, short term interest rates have been at historic lows. The Federal Funds Target Rate range was 0% - 0.25% as of December 31, 2021 and increased 25 bps during the three months ended March 31, 2022 to 0.25% to 0.50% as of March 31, 2022. According to the Chair of the Board of Governors of the Federal Reserve, the Federal Funds Target Rate is expected to continue to increase during 2022 and 2023 in order to slow inflation. However, the Federal Reserve does have other tools available that it can employ and has expressed an intention to do so in order to maintain a targeted level of liquidity. Additionally, the Federal Reserve expressed its intention to shrink its balance sheet by approximately $95 billion per month beginning later this year, with the intention of letting treasury securities and MBS mature without reinvestment. During the three months ended March 31, 2022, the US Treasury yield curve inverted as long-term rates increased at a slower pace than short-term rates. This compares to the three months ended March 31, 2022, the US Treasury yield curve steepened as long-term rates rose and short-term rates remained constant.
Three months ended March 31, 2022 compared to three months ended March 31, 2021
On a tax-equivalent basis, net interest income increased $5.5 million to $88.9 million for the three months ended March 31, 2022 as compared to $83.4 million for the three months ended March 31, 2021. The increase in tax-equivalent net interest income for the three months ended March 31, 2022 was primarily driven by an increase in the average volume of available-for-sale debt securities outstanding, coupled with a decrease in overall cost of deposits, which declined to 0.20% for the three months ended March 31, 2022, a 21 basis point reduction from the three months ended March 31, 2021.
Interest income, on a tax-equivalent basis, was $95.9 million for the three months ended March 31, 2022, compared to $95.6 million for the three months ended March 31, 2021, an increase of $0.3 million. Interest income on loans held for investment, on a tax-equivalent basis, decreased $0.6 million to $82.5 million for the three months ended March 31, 2022 from $83.1 million for the three months ended March 31, 2021. This is primarily due to a 50 basis point decrease in the average yield on loans HFI period-over-period to 4.31% for the three months ended March 31, 2022 which was largely offset by growth in the average loan held for investment balances of $762.2 million, or 10.9%, to $7.76 billion for the three months ended March 31, 2022, as compared to $7.00 billion for the three months ended March 31, 2021. The decrease in yield was primarily due to the addition of new loans which were originated in a lower interest rate environment while higher yielding loans were paid off and refinanced at lower rates. Additionally, the payoff of two PCD loans with balances totaling $21.4 million which resulted in a $2.2 million accelerated purchase accounting premium amortization expense contributed to the decrease in the yield. Contractual loan interest rates yielded 4.15% in the three months ended March 31, 2022 compared with 4.39% in the three months ended March 31, 2021. Excluding PPP loans, which have a 1% contractual loan yield, our contractual loan yield would have been 9 points higher for the three months ended March 31, 2021. PPP loans had a less than 1 basis point effect on our contractual loan yield for the three months ended March 31, 2022. Our yield on interest-earning assets decreased to 3.28% for the three months ended March 31, 2022 from 3.66% for the three months ended March 31, 2021 largely due to the decrease in the average yield on loans HFI period-over-period detailed above.
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The decrease was further amplified by a $178.0 decrease in our average mortgage loans held for sale portfolio for the three months ended March 31, 2022 compared to the same balance for the three months ended March 31, 2021. This balance decreased due to lower mortgage origination volumes which resulted from an increase interest rate environment, housing inventory shortages, and compressed margins.
Interest expense was $6.9 million for the three months ended March 31, 2022, a decrease of $5.3 million as compared to the three months ended March 31, 2021. The decrease was largely attributed to a reduction of interest rates on customer time deposits and money market deposits partially offset by an increase in volume in interest-bearing checking. Interest expense on customer time deposits decreased to $1.3 million for the three months ended March 31, 2022 from $3.0 million for the three months ended March 31, 2021 and interest expense on money market deposits decreased $2.0 million for the three months ended March 31, 2022 from $3.6 million for the three months ended March 31, 2021. The average rate on customer time deposits decreased 40 basis points from 0.90% for the three months ended March 31, 2021 to 0.50% for the three months ended March 31, 2022 and the average rate on money market deposits decreased 29 basis points from 0.50% for the three months ended March 31, 2021 to 0.21% for the three months ended March 31, 2022. During the three months ended March 31, 2022, we entered into three designated fair value hedges to mitigate the effect of changing rates on various fixed rate liabilities, including certain money market deposits and subordinated debt. The fair value hedge money market deposits lowered interest expense by $0.3 million during the three months ended March 31, 2022.
Interest expense on subordinated debt decreased to $1.5 million for the three months ended March 31, 2022 from $2.3 million for the three months ended March 31, 2021. The fair value hedge on subordinated debt lowered interest expense by $0.2 million during the three months ended March 31, 2022.
Overall, our NIM, on a tax-equivalent basis, decreased to 3.04% for the three months ended March 31, 2022 from 3.19% for the three months ended March 31, 2021, driven by the decrease in our loan yield which was negatively impacted by amortization on our purchased loan portfolio. The $2.3 million amortization on purchased loans was primarily driven by two purchased credit deteriorated loans with balances totaling $21.4 million paying off early which resulted in a $2.2 million in accelerated purchase accounting premium. This $2.2 million had a 7 basis point impact on our net interest margin. Also impacting our margin was a balance sheet mix shift as our average mortgage loans held for sale balance decreased to $470.0 million for the three months ended March 31, 2022 from $648.1 million for the three months ended March 31, 2021.
The components of our loan yield, a key driver to our net interest margin for the three months ended March 31, 2022 and 2021 were as follows:
Three Months Ended March 31,
2022 2021 
(dollars in thousands)Interest
income		Average
yield		Interest
income		Average
yield
Loan yield components:
Contractual interest rate on loans held for
investment (1)(2)
$79,430 4.15 %$75,828 4.39 %
Origination and other loan fee income (2)
4,982 0.26 %6,640 0.38 %
Amortization on purchased loans(2,352)(0.12)%(58)— %
Nonaccrual interest collections403 0.02 %657 0.04 %
Total loan yield$82,463 4.31 %$83,067 4.81 %
(1)Includes tax equivalent adjustment using combined marginal tax rate of 26.06%.
(2)Includes $7 thousand and $0.4 million of loan contractual interest and $0 and $1.6 million of loan fee income related to PPP loans for the three months ended March 31, 2022 and 2021, respectively.
Net amortization on purchased loans lowered the NIM by 8 basis point for the three months ended March 31, 2022. For the three months ended March 31, 2021, net amortization on purchased loans had a less than 1 basis point impact to the NIM. The increase in net amortization is due to the continued impact of purchase accounting resulting from our mergers, which can fluctuate based on volume of early pay-offs as discussed above. As a result of the Franklin merger, a $11.3 million premium was recorded on August 15, 2020 which is being amortized as a reduction to loan interest income. As of March 31, 2022 and December 31, 2021, the remaining net discount on all acquired loans amounted to $4.7 million and $2.3 million, respectively. Excluding PPP loans, our NIM would have been 8 basis points higher for the three months ended March 31, 2021. PPP loans had a less than 1 basis point impact on our NIM for the three months ended March 31, 2022.
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Average balance sheet amounts, interest earned and yield analysis
The table below shows the average balances, income and expense and yield and rates of each of our interest-earning assets and interest-bearing liabilities on a tax equivalent basis, if applicable, for the periods indicated.
Three Months Ended March 31,
2022 2021 
(dollars in thousands on tax-equivalent basis)
Average
balances(1)
Interest
income/
expense		Average
yield/
rate
Average
balances(1)
Interest
income/
expense		Average
yield/
rate
Interest-earning assets:
Loans (2)(4)
$7,762,566 $82,463 4.31 %$7,000,416 $83,067 4.81 %
Loans held for sale-mortgage(8)
470,005 3,566 3.08 %648,054 4,290 2.68 %
Loans held for sale-commercial78,567 928 4.79 %197,820 2,157 4.42 %
Securities:(8)
Taxable1,380,897 5,420 1.59 %830,686 2,819 1.38 %
Tax-exempt (4)
318,849 2,523 3.21 %334,303 2,646 3.21 %
Total Securities (4)
1,699,746 7,943 1.90 %1,164,989 5,465 1.90 %
Federal funds sold and reverse repurchase
    agreements		206,829 192 0.38 %133,813 20 0.06 %
Interest-bearing deposits with other financial
   institutions		1,599,991 638 0.16 %1,427,184 421 0.12 %
FHLB stock32,894 147 1.81 %31,461 157 2.02 %
Total interest earning assets (4)
11,850,598 95,877 3.28 %10,603,737 95,577 3.66 %
Noninterest Earning Assets:
Cash and due from banks93,419 172,756 
Allowance for credit losses(125,980)(171,380)
Other assets (3)
823,452 903,670 
Total noninterest earning assets790,891 905,046 
Total assets$12,641,489 $11,508,783 
Interest-bearing liabilities:
Interest bearing deposits:
Interest bearing checking$3,559,755 $2,457 0.28 %$2,746,355 $3,018 0.45 %
Money market deposits(7)
3,017,746 1,572 0.21 %2,917,856 3,615 0.50 %
Savings deposits487,945 64 0.05 %369,600 53 0.06 %
Customer time deposits(7)
1,077,386 1,320 0.50 %1,365,570 3,036 0.90 %
Brokered and internet time deposits(7)
16,065 49 1.24 %49,764 104 0.85 %
Time deposits1,093,451 1,369 0.51 %1,415,334 3,140 0.90 %
Total interest bearing deposits8,158,897 5,462 0.27 %7,449,145 9,826 0.53 %
Other interest-bearing liabilities:
Securities sold under agreements to
    repurchase and federal funds
    purchased		30,056 14 0.19 %31,342 36 0.47 %
Subordinated debt(6)
129,578 1,460 4.57 %188,996 2,341 5.02 %
Other borrowings 1,502 9 2.43 %5,924 6 0.41 %
Total other interest-bearing liabilities161,136 1,483 3.73 %226,262 2,383 4.27 %
Total interest-bearing liabilities8,320,033 6,945 0.34 %7,675,407 12,209 0.65 %
Noninterest bearing liabilities:
Demand deposits2,767,087 2,348,814 
Other liabilities138,291 180,976 
Total noninterest-bearing liabilities2,905,378 2,529,790 
Total liabilities11,225,411 10,205,197 
FB Financial Corporation common
   shareholders' equity		1,415,985 1,303,493 
Noncontrolling interest93 93 
         Shareholders' equity1,416,078 1,303,586 
Total liabilities and shareholders' equity$12,641,489 $11,508,783 
Net interest income (tax-equivalent basis)$88,932 $83,368 
Interest rate spread (tax-equivalent basis)2.94 %3.01 %
Net interest margin (tax-equivalent basis) (5)
3.04 %3.19 %
Cost of total deposits0.20 %0.41 %
Average interest-earning assets to average
    interest-bearing liabilities		142.4 %138.2 %
(1)Calculated using daily averages.
(2)Average balances of nonaccrual loans and overdrafts (before deduction of ACL) are included in average loan balances. Loan fees of $5.0 million and $6.6 million, net amortization of $2.4 million and $0.1 million, and nonaccrual interest collections of $0.4 million and $0.7 million are included in interest income for the three months ended March 31, 2022 and 2021, respectively.
(3)Includes investments in premises and equipment, OREO, interest receivable, mortgage servicing rights, core deposit and other intangibles, goodwill and other miscellaneous assets.
(4)Interest income includes the effects of taxable-equivalent adjustments using a U.S. federal income tax rate and, where applicable, state income tax to increase tax-exempt interest income to a tax-equivalent basis. For the three months ended March 31, 2022 and 2021, the net taxable-equivalent adjustment amounts included was $0.8 million for both periods.
(5)The NIM is calculated by dividing annualized net interest income, on a tax-equivalent basis, by average total earning assets.
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(6)Includes $0 and $0.3 million of accretion on subordinated debt fair value premium for the three months ended March 31, 2022 and 2021, respectively.
(7)Includes $0.9 million and $0.9 million of interest rate premium accretion on money market deposits, $0.2 million and $0.8 million on customer time deposits and $0 and $0.2 million on brokered and internet time deposits for the three months ended March 31, 2022 and 2021, respectively.
(8)Excludes the average balance for unrealized gains (losses) for mortgage loans held for sale and investments carried at fair value.
Rate/volume analysis
The tables below present the components of the changes in net interest income for the three months ended March 31, 2022 and 2021. For each major category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes due to average volumes and changes due to rates, with the changes in both volumes and rates allocated to these two categories based on the proportionate absolute changes in each category.
Three months ended March 31, 2022 compared to three months ended March 31, 2021
Three months ended March 31, 2022 compared to three months ended March 31, 2021 due to changes in
(dollars in thousands on a tax-equivalent basis)VolumeRateNet increase
(decrease)
Interest-earning assets:
Loans(1)
$8,096 $(8,700)$(604)
Loans held for sale - residential(1,351)627 (724)
Loans held for sale - commercial(1,409)180 (1,229)
Securities available-for-sale and other securities:
Taxable2,160 441 2,601 
Tax Exempt(2)
(122)(1)(123)
Federal funds sold and reverse repurchase agreements
68 104 172 
Time deposits in other financial institutions69 148 217 
FHLB stock6 (16)(10)
Total interest income(2)
7,517 (7,217)300 
Interest-bearing liabilities:
Interest bearing checking561 (1,122)(561)
Money market deposits(4)
52 (2,095)(2,043)
Savings deposits16 (5)11 
Customer time deposits(4)
(353)(1,363)(1,716)
Brokered and internet time deposits(4)
(103)48 (55)
Securities sold under agreements to repurchase and federal funds
   purchased		(1)(21)(22)
Subordinated debt(3)
(669)(212)(881)
Other borrowings(20)57 37 
Total interest expense(517)(4,713)(5,230)
Change in net interest income(2)
$8,034 $(2,504)$5,530 
(1)Average loans are gross, including nonaccrual loans and overdrafts (before deduction of ACL). Loan fees of $5.0 million and $6.6 million, net amortization of $2.4 million and $0.1 million, and nonaccrual interest collections of $0.4 million and $0.7 million, are included in interest income for the three months ended March 31, 2022 and 2021, respectively.
(2)Interest income includes the effects of the tax-equivalent adjustments to increase tax-exempt interest income to a tax-equivalent basis.
(3)Includes $0 and $0.3 million of accretion on subordinated debt fair value premium for the three months ended March 31, 2022 and 2021, respectively.
(4)Includes $0.9 million and $0.9 million of interest rate premium accretion on money market deposits, $0.2 million and $0.8 million on customer time deposits and $0 and $0.2 million on brokered and internet time deposits for the three months ended March 31, 2022 and 2021, respectively.
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Provision for credit losses
The provision for credit losses charged to operating expense is an amount which, in the judgment of management, is necessary to maintain the allowance for credit losses at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1, "Basis of presentation" in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 for a detailed discussion regarding ACL methodology.
Three months ended March 31, 2022 compared to three months ended March 31, 2021
We recognized a reversal of provision for credit losses on loans held for investment for the three months ended March 31, 2022 and 2021 of $6.1 million and $11.6 million, respectively. The current period reversal resulted from management’s best estimate of losses over the life of loans in our portfolio in accordance with the CECL approach, given an improvement in economic outlook and forecasts. Although the portfolio benefited from improving economic forecasts during the three months ended March 31, 2022 and the general outlook related to the COVID pandemic has improved, there continues to be uncertainty surrounding the long-term impact of COVID and our customers continue to be impacted. Additionally, there continues to be a shortfall in the labor market, overall supply chain delays and upward pressure on inflation. The conflict between Russia and Ukraine has also led to uncertainty surrounding its potential impact and hardship on the U.S. economy. These factors may continue to lead to increased volatility in forecasted macroeconomic variables, a key input to our calculated level of allowance for credit losses. These evaluations weighed the impact of the current economic outlook and geographical and demographic considerations, among other factors.
The Company estimates expected credit losses on off-balance sheet loan commitments that are not accounted for as derivatives. When applying the CECL methodology to estimate expected credit loss, the Company considers the likelihood that funding will occur, the contractual period of exposure to credit loss, the risk of loss, historical loss experience, and current conditions along with expectations of future economic conditions. For the three months ended March 31, 2022, the Company recorded a provision for credit losses on unfunded commitments of $1.9 million compared to a release in provision of $2.2 million for the three months ended March 31, 2021. The increase in the provision for credit losses on unfunded commitments is primarily due to the increase in the total loan commitment balance which was partially offset by the improvement in macroeconomic variables within our ACL model. During the three months ended March 31, 2022, our unfunded commitment balance increased by $96.4 million from $3.18 billion as of December 31, 2021. For the three months ended March 31, 2021, our unfunded commitment balance decreased by $124.6 million.
During the three months ended March 31, 2022, our available-for-sale debt securities portfolio declined $105.6 million to an unrealized loss position of $100.9 million from an unrealized gain position of $4.7 million as of December 31, 2021. During the three months ended March 31, 2021, our available-for-sale debt securities portfolio declined $15.4 million to an unrealized gain position of $19.2 million from an unrealized gain position of $34.6 million as of December 31, 2020. The majority of the investment portfolio was either government guaranteed or an issuance of a government sponsored entity or highly rated by major credit rating agencies and we have historically not recorded any losses associated with these investments. As such, as of March 31, 2022 and December 31, 2021, we determined that all available-for-sale debt securities that experienced a decline in fair value below amortized cost basis were due to noncredit-related factors. Therefore, there was no provision for credit losses recognized on available-for-sale debt securities during the three months ended March 31, 2022 or 2021.
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Noninterest income
Our noninterest income includes gains on sales of mortgage loans, unrealized change in fair value of loans held for sale and derivatives, fees on mortgage loan originations, loan servicing fees, hedging results, fees generated from deposit services, investment services and trust income, gains and losses on securities, other real estate owned and other assets and other miscellaneous noninterest income.
The following table sets forth the components of noninterest income for the periods indicated:
 Three Months Ended March 31,
(dollars in thousands)2022 2021 
Mortgage banking income$29,531 $55,332 
Service charges on deposit accounts2,914 2,339 
ATM and interchange fees5,087 4,341 
Investment services and trust income2,132 2,008 
(Loss) gain from securities, net(152)83 
(Loss) gain on sales or write-downs of other real estate owned(498)496 
Gain (loss) from other assets64 (11)
Other2,314 2,142 
Total noninterest income$41,392 $66,730 
Three months ended March 31, 2022 compared to three months ended March 31, 2021
Noninterest income amounted to $41.4 million for the three months ended March 31, 2022, a decrease of $25.3 million, or 38.0%, as compared to $66.7 million for the three months ended March 31, 2021. Changes in selected components of noninterest income in the above table are discussed below.
Mortgage banking income primarily includes origination fees and realized gains and losses on the sale of mortgage loans, unrealized change in fair value of mortgage loans and derivatives, and mortgage servicing fees, which includes net change in fair value of MSRs and related derivatives. Mortgage banking income is initially driven by the recognition of interest rate lock commitments at fair value at inception of the IRLCs. This is subsequently adjusted for changes in the overall interest rate environment offset by derivative contracts entered into to mitigate the interest rate exposure. Upon sale of the loan, the net fair value gain is reclassified as a realized gain on sale. Mortgage banking income was $29.5 million and $55.3 million for the three months ended March 31, 2022 and 2021, respectively, representing a $25.8 million, or 46.6% decrease year-over-year.
During the three months ended March 31, 2022, our mortgage operations had sales of $1.28 billion which generated a gain on sales margin of 2.29%. This compares to $1.57 billion and 3.68% for the three months ended March 31, 2021. The decrease in gain on sales margin is a result of over-capacity in the industry and compressing margins. Sales of mortgage loans HFS continue to slow with the housing inventory remaining low in many of our markets. Mortgage banking income from gains on sale and related fair value changes decreased to $21.8 million during the three months ended March 31, 2022 compared to $53.7 million for the three months ended March 31, 2021. Total interest rate lock volume decreased $579.9 million, or 30.7%, during the three months ended March 31, 2022 compared to the same period in the previous year. Changes in market conditions during the three months ended March 31, 2022 have also shifted the mix of interest rate lock commitments by purpose to 43.0% refinance volume to compared with 66.4% during the same period in the previous year.
We continue to see margin compression and reduced volumes due to excess capacity in the industry, refinance fatigue and a shortage of housing inventory in our markets. Our interest rate lock volume can be materially and adversely impacted by rising interest rates and overcapacity in the market, and we expect to see further declines in interest rate lock volume and consequently, mortgage banking income in the current environment. Our Direct-to-Consumer channel is particularly dependent on the support of a strong refinance market and the current lack of demand and interest rate environment is unfavorable for future profitability in this delivery channel. As a result of poor performance and declining profitability projections, we announced on May 10, 2022 that we plan to discontinue the Direct-to-Consumer channel within our Mortgage segment. For the three months ended March 31, 2022 and 2021, Direct-to-Consumer comprised 43.4% and 50.2% of the Company's total interest rate lock volume and 50.7% and 52.8% of the Company's sales volume, respectively. As a result of exiting this channel, we expect to incur total pre-tax restructuring charges of approximately $11.0 million to $13.0 million through the remainder of 2022 and to halt operations in this channel prior to the fourth
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quarter of 2022. This realignment of our Mortgage segment will allow us to direct resources to our traditional consumer mortgage retail channel, which has historically yielded more predictable and consistent results. Additionally, we plan to retain mortgage servicing rights and continue holding residential 1-4 family mortgage loans in our loan portfolio. The exit of this channel is expected to provide regulatory capital relief resulting from MSRs and also produce lower interest rate lock volume and consequently, mortgage banking income going forward.
Income from mortgage servicing was $7.4 million and $6.9 million for three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, mortgage banking income benefited from the change in fair value on MSRs and related derivatives of $0.3 million. This compares to a decline in fair value of MSRs and related hedging activity for three months ended March 31, 2021 amounting to $5.3 million.
The components of mortgage banking income for the three months ended March 31, 2022 and 2021 were as follows:
Three Months Ended March 31,
(dollars in thousands)2022 2021 
Mortgage banking income  
Origination and sales of mortgage loans$29,397 $57,893 
Net change in fair value of loans held for sale and derivatives(7,548)(4,229)
Change in fair value on MSRs 253 (5,263)
Mortgage servicing income7,429 6,931 
Total mortgage banking income$29,531 $55,332 
Interest rate lock commitment volume by line of business:
Direct-to-Consumer$568,092 $949,187 
Retail741,015 939,863 
Total$1,309,107 $1,889,050 
Interest rate lock commitment volume by purpose (%):
Purchase57.0 %33.6 %
Refinance43.0 %66.4 %
Mortgage sales$1,284,482 $1,572,070 
Mortgage sale margin2.29 %3.68 %
Closing volume$993,733 $1,757,932 
Outstanding principal balance of mortgage loans serviced$11,150,118 $10,113,716 
ATM and interchange fees increased $0.7 million to $5.1 million during the three months ended March 31, 2022 as compared to $4.3 million for the three months ended March 31, 2021. This increase is attributable to our growth in deposits and increased volume of transactions. Though we have not yet experienced a decline, our interchange fee income is expected to decline beginning the second half of 2022 as a result of the Durbin amendment, which limits interchange fees banking institutions with asset sizes greater than $10 billion are permitted to charge.
We experienced a net loss from sales or write-downs of other real estate owned during the three months ended March 31, 2022 of $0.5 million compared with a $0.5 million gain during the three months ended March 31, 2021. This change was a result of specific sales and valuation transactions of other real estate during the respective periods.
Noninterest expense
Our noninterest expense includes primarily salaries and employee benefits expense, occupancy expense, legal and professional fees, data processing expense, regulatory fees and deposit insurance assessments, advertising and promotion and other real estate owned expense, among others. We monitor the ratio of noninterest expense to the sum of net interest income plus noninterest income, which is commonly known as the efficiency ratio.
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The following table sets forth the components of noninterest expense for the periods indicated:
 Three Months Ended March 31,
(dollars in thousands)2022 2021 
Salaries, commissions and employee benefits$59,443 $64,571 
Occupancy and equipment expense5,403 5,849 
Legal and professional fees2,607 2,434 
Data processing 2,481 2,319 
Amortization of core deposit and other intangibles1,244 1,440 
Advertising4,033 2,253 
Other expense14,061 15,832 
Total noninterest expense$89,272 $94,698 
Three months ended March 31, 2022 compared to three months ended March 31, 2021
Noninterest expense decreased by $5.4 million during the three months ended March 31, 2022 to $89.3 million as compared to $94.7 million in the three months ended March 31, 2021. Changes in selected components of noninterest expense in the above table are discussed below.
Salaries, commissions and employee benefits expense was the largest component of noninterest expenses representing 66.6% and 68.2% of total noninterest expense in the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, salaries and employee benefits expense decreased $5.1 million, or 7.9%, to $59.4 million as compared to $64.6 million for the three months ended March 31, 2021. This decrease includes a $7.8 million decrease in incentive and commission compensation during the three months ended March 31, 2022, which was largely driven by the decrease in mortgage production volume and profitability during the period.
Advertising expense includes expenses related to sponsorships, advertising, marketing, customer relations and business development and public relations. During the three months ended March 31, 2022, advertising expense increased $1.8 million to $4.0 million compared to $2.3 million during the three months ended March 31, 2021. This increase included a $0.6 million increase in expense related to corporate sponsorships and $1.1 million increase in advertising costs, mainly attributable to increased costs of lead generation in our Mortgage segment driven by the rate increase and reduction in demand for residential mortgages experienced across the industry.
Other noninterest expense primarily includes mortgage servicing expenses, regulatory fees and deposit insurance assessments, software license and maintenance fees and various other miscellaneous expenses. Other noninterest expense decreased $1.8 million during the three months ended March 31, 2022 to $14.1 million compared to $15.8 million during the three months ended March 31, 2021, primarily related to a $0.9 million decrease in regulatory fees and assessments.
Efficiency ratio
The efficiency ratio is one measure of productivity in the banking industry. This ratio is calculated to measure the cost of generating one dollar of revenue. That is, the ratio is designed to reflect the percentage of one dollar which must be expended to generate that dollar of revenue. We calculate this ratio by dividing noninterest expense by the sum of net interest income and noninterest income. For an adjusted efficiency ratio, we exclude certain gains, losses and expenses we do not consider core to our business.
Our efficiency ratio was 68.9% and 63.4% for the three months ended March 31, 2022 and 2021, respectively. Our adjusted efficiency ratio, on a tax-equivalent basis, was 68.1% and 63.0% for the three months ended March 31, 2022 and 2021, respectively. See “GAAP reconciliation and management explanation of non-GAAP financial measures” in this Report for a discussion of the adjusted efficiency ratio.
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Income taxes
Our income tax expense was $9.3 million and $15.6 million for the three months ended March 31, 2022 and 2021, respectively. This represents effective tax rates of 20.9% and 22.8% for the three months ended March 31, 2022 and 2021, respectively. The primary differences from the enacted rates are applicable state income taxes and certain expenses that are not deductible reduced for non-taxable income and additional deductions for equity-based compensation upon vesting of restricted stock units. State taxes, net of federal benefits, increased our effective tax rate by 2.1% and 2.6% for the three months ended March 31, 2022 and 2021, respectively. We had a net operating loss carryforward generated as a result of a previous acquisition amounting to $6.5 million as of both March 31, 2022 and December 31, 2021. The net operating loss carryforward can be used to offset taxable income in future periods and reducing income tax liabilities in those future periods. While net operating losses are subject to certain annual utilization limits under Section 382, we believe the net operating loss carryforwards will be realized based on the projected annual limitation and the length of the net operating loss carryover period. Our determination of the realization of the net deferred tax asset is based on its assessment of all available positive and negative evidence. The net operating loss carryforward expires on December 31, 2029.
During the three months ended March 31, 2022, we generated a federal net operating loss carryforward of $6.6 million and state net operating loss carryforward of $17.6 million. While the federal loss has no expiration period and the state loss may have varying expiration periods, we expect to generate sufficient taxable income to utilize the loss generated.
The Company is subject to Section 162(m), which limits the deductibility of compensation paid to certain individuals. The restricted stock unit plans that existed prior to the corporation being public vested after the reliance period as defined in the underlying Treasury Regulations. It is our policy to apply the Section 162(m) limitations to stock-based compensation, including our restricted stock unit plan, first and then followed by cash compensation. As a result of the vesting of these units and cash compensation paid to date, we have disallowed a portion of compensation paid to the applicable individuals.
Financial condition
The following discussion of our financial condition compares balances as of March 31, 2022 and December 31, 2021.
Loan portfolio
The following table sets forth the balance and associated percentage of each class of financing receivable in our loan portfolio as of the dates indicated:
March 31,December 31,
 2022 2021 
(dollars in thousands)CommittedAmount Outstanding% of total outstandingCommittedAmount Outstanding% of total outstanding
Loan Type:    
Commercial and industrial (1)

$2,200,524 $1,380,600 17 %$2,060,028 $1,290,565 17 %
Construction3,068,549 1,468,811 19 %2,886,088 1,327,659 17 %
Residential real estate:
1-to-4 family1,347,467 1,346,349 17 %1,272,477 1,270,467 17 %
Line of credit971,838 392,740 5 %935,571 383,039 5 %
Multi-family414,243 400,501 5 %339,882 326,551 4 %
Commercial real estate:
Owner-Occupied1,027,205 978,436 12 %1,005,534 951,582 13 %
Non-Owner Occupied1,807,881 1,706,546 21 %1,839,990 1,730,165 23 %
Consumer and other363,254 330,993 4 %351,153 324,634 4 %
Total loans$11,200,961 $8,004,976 100 %$10,690,723 $7,604,662 100 %
(1)Includes $2.1 million and $4.0 million of PPP loans outstanding as of March 31, 2022 and December 31, 2021, respectively.
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Our loans HFI portfolio is our most significant earning asset, comprising 63.2% and 60.4% of our total assets as of March 31, 2022 and December 31, 2021, respectively. Our strategy is to grow our loan portfolio by originating quality commercial and consumer loans that comply with our credit policies and that produce revenues consistent with our financial objectives. Our overall lending approach is primarily focused on providing credit to our customers directly in the markets we serve, but we are also party to loan syndications and participations from other banks (collectively, “participated loans”). At March 31, 2022 and December 31, 2021, loans held for investment included approximately $266.3 million and $263.9 million, respectively, related to purchased participated loans. All loans, whether or not we act as a participant, are underwritten to the same standards as all other loans we originate. We believe our loan portfolio is well-balanced, which provides us with the opportunity to grow while monitoring our loan concentrations.
Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. Our lending activity is heavily concentrated in the geographic market areas we serve, with highest concentration in Tennessee. This geographic concentration subjects our loan portfolio to the general economic conditions within the state. The risks created by this concentration have been considered by management in the determination of the appropriateness of the allowance for credit losses. As of March 31, 2022 and December 31, 2021, there were no concentrations of loans exceeding 10% of total loans other than the categories of loans disclosed in the table above. We believe our loan portfolio is diversified relative to industry concentrations across the various loan portfolio categories.
Banking regulators have established thresholds of less than 100% of tier 1 capital plus allowance for credit losses in construction lending and less than 300% of tier 1 capital plus allowance for credit losses in commercial real estate lending that management monitors as part of the risk management process. The construction concentration ratio is a percentage of the outstanding construction and land development loans to total tier 1 capital plus allowance for credit losses. The commercial real estate concentration ratio is a percentage of the outstanding balance of non-owner occupied commercial real estate, multifamily, and construction and land development loans to tier 1 capital plus allowance for credit losses. Management strives to operate within the thresholds set forth above.
When a company's ratios are in excess of one or both of these guidelines, banking regulators generally require an increased level of monitoring in these lending areas by management.
The table below shows concentration ratios for the Bank and Company as of March 31, 2022 and December 31, 2021.
As a percentage (%) of tier 1 capital plus allowance for credit losses
FirstBankFB Financial Corporation
March 31, 2022
Construction112.4 %108.9 %
Commercial real estate275.6 %266.9 %
December 31, 2021
Construction102.7 %99.8 %
Commercial real estate263.5 %256.0 %
Loan categories
The principal categories of our loans held for investment portfolio are discussed below:
Commercial and industrial loans.
We provide a mix of variable and fixed rate commercial and industrial loans. Our commercial and industrial loans are typically made to small and medium-sized manufacturing, wholesale, retail and service businesses for working capital and operating needs and business expansions, including the purchase of capital equipment and loans made to farmers relating to their operations. This category also includes loans secured by manufactured housing receivables. Commercial and industrial loans generally include lines of credit and loans with maturities of five years or less. This category also includes the loans we originated as part of the PPP, established by the Coronavirus Aid, Relief and Economic Security Act amounting to $2.1 million and $4.0 million as of March 31, 2022 and December 31, 2021, respectively. Commercial and industrial loans are generally made with operating cash flows as the primary source of repayment, but may also include collateralization by inventory, accounts receivable, equipment and personal guarantees. We plan to continue to make commercial and industrial loans an area of emphasis in our lending operations in the future.
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Construction loans.
Our construction loans include commercial construction, land acquisition and land development loans and single-family interim construction loans to small- and medium-sized businesses and individuals. These loans are generally secured by the land or the real property being built and are made based on our assessment of the value of the property on an as-completed basis. We expect to continue to make construction loans at a similar pace so long as demand continues and the market for and values of such properties remain stable or continue to improve in our markets. These loans can carry risk of repayment when projects incur cost overruns, have an increase in the price of building materials, encounter zoning and environmental issues, or encounter other factors that may affect the completion of a project on time and on budget. Additionally, repayment risk may be negatively impacted when the market experiences a deterioration in the value of real estate.
Residential real estate 1-4 family mortgage loans.
Our residential real estate 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, including manufactured homes with real estate, which are both owner-occupied and investor owned. We intend to continue to make residential 1-4 family housing loans at a similar pace, so long as housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. First lien residential 1-4 family mortgages may be affected by unemployment or underemployment and deteriorating market values of real estate.
Residential line of credit loans.
Our residential line of credit loans are primarily revolving, open-end lines of credit secured by 1-4 family residential properties. We intend to continue to make residential line of credit loans if housing values in our markets do not deteriorate from current prevailing levels and we are able to make such loans consistent with our current credit and underwriting standards. Residential line of credit loans may be affected by unemployment or underemployment and deteriorating market values of real estate.
Multi-family residential loans.
Our multi-family residential loans are primarily secured by multi-family properties, such as apartments and condominium buildings. These loans may be affected by unemployment or underemployment and deteriorating market values of real estate.
Commercial real estate owner-occupied loans.
Our commercial real estate owner-occupied loans include loans to finance commercial real estate owner occupied properties for various purposes including use as offices, warehouses, production facilities, health care facilities, retail centers, restaurants, churches and agricultural based facilities. Commercial real estate owner-occupied loans are typically repaid through the ongoing business operations of the borrower, and hence are dependent on the success of the underlying business for repayment and are more exposed to general economic conditions.
Commercial real estate non-owner occupied loans.
Our commercial real estate non-owner occupied loans include loans to finance commercial real estate non-owner occupied investment properties for various purposes including use as offices, warehouses, health care facilities, hotels, mixed-use residential/commercial, manufactured housing communities, retail centers, multifamily properties, assisted living facilities and agricultural based facilities. Commercial real estate non-owner occupied loans are typically repaid with the funds received from the sale of the completed property or rental proceeds from such property, and are therefore more sensitive to adverse conditions in the real estate market, which can also be affected by general economic conditions
Consumer and other loans. 
Consumer and other loans include consumer loans made to individuals for personal, family and household purposes, including car, boat, manufactured homes (without real estate) and other recreational vehicle loans and personal lines of credit. Consumer loans are generally secured by vehicles, manufactured homes and other household goods. The collateral securing consumer loans may depreciate over time. The company seeks to minimize these risks through its underwriting standards. Other loans also include loans to states and political subdivisions in the U.S. These loans are generally subject to the risk that the borrowing municipality or political subdivision may lose a significant portion of its tax base or that the project for which the loan was made may produce inadequate revenue. None of these categories of loans represents a significant portion of our loan portfolio.





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Loan maturity and sensitivities
The following table presents the contractual maturities of our loan portfolio as of March 31, 2022. Loans with scheduled maturities are reported in the maturity category in which the payment is due. Demand loans with no stated maturity and overdrafts are reported in the “due in 1 year or less” category. Loans that have adjustable rates are shown as amortizing to final maturity rather than when the interest rates are next subject to change. The tables do not include prepayment assumptions or scheduled repayments.
Loan type (dollars in thousands)Maturing in one
year or less		Maturing in one
to five years		Maturing in
five years to fifteen years		Maturing after
fifteen years		Total
As of March 31, 2022    
Commercial and industrial$512,783 $659,739 $207,844 $234 $1,380,600 
Commercial real estate:
Owner occupied115,782 479,199 344,889 38,566 978,436 
Non-owner occupied144,245 753,649 768,835 39,817 1,706,546 
Residential real estate:
1-to-4 family70,190 370,414 253,529 652,216 1,346,349 
Line of credit21,213 86,526 284,305 696 392,740 
Multi-family45,991 224,652 115,721 14,137 400,501 
Construction717,739 526,811 203,179 21,082 1,468,811 
Consumer and other32,054 78,930 59,261 160,748 330,993 
Total ($)$1,659,997 $3,179,920 $2,237,563 $927,496 $8,004,976 
Total (%)20.7 %39.7 %28.0 %11.6 %100.0 %
For loans due after one year or more, the following table presents the interest rate composition for loans outstanding as of March 31, 2022. As of March 31, 2022 and December 31, 2021, the Company had $20.9 million and $21.5 million, respectively, in fixed-rate loans in which the Company has entered into variable rate swap contracts.
Loan type (dollars in thousands)Fixed
interest rate		Floating
interest rate		Total
As of March 31, 2022   
Commercial and industrial$420,532 $447,285 $867,817 
Commercial real estate:
Owner occupied628,869 233,785 862,654 
Non-owner occupied747,925 814,376 1,562,301 
Residential real estate:
1-to-4 family1,033,696 242,463 1,276,159 
Line of credit4,162 367,365 371,527 
Multi-family163,138 191,372 354,510 
Construction280,762 470,310 751,072 
Consumer and other283,009 15,930 298,939 
Total ($)$3,562,093 $2,782,886 $6,344,979 
Total (%)56.1 %43.9 %100.0 %
The following table presents the contractual maturities of our loan portfolio segregated into fixed and floating interest rate loans as of March 31, 2022.
(dollars in thousands)Fixed
interest rate		Floating
interest rate		Total
As of March 31, 2022   
One year or less$532,151$1,127,846$1,659,997
One to five years1,822,8211,357,0993,179,920
Five to fifteen years1,028,9731,208,5902,237,563
Over fifteen years710,299217,197927,496
Total ($)$4,094,244$3,910,732$8,004,976
Total (%)51.1 %48.9 %100.0 %


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Of the loans shown above with floating interest rates as of March 31, 2022, many have interest rate floors as follows:
Loans with interest rate floors (dollars in thousands)Maturing in one year or less Weighted average level of support (bps) Maturing in one to five years Weighted average level of support (bps) Maturing in five years to fifteen years Weighted average level of support (bps) Maturing after
fifteen years		Weighted average level of support (bps)TotalWeighted average level of support (bps)
Loans with
   current rates
   above floors:
1-25 bps$246,301 24.52 $207,827 23.51 $110,633 22.63 $76,575 18.44 $641,336 23.14 
26-50 bps94,395 48.73 243,451 45.42 136,532 42.11 1,087 45.72 475,465 45.13 
51-75 bps7,808 75.00 11,258 67.98 37,400 67.60 4,771 73.18 61,237 69.05 
76-100 bps1,050 94.50 4,727 97.60 27,350 93.77 9,456 82.42 42,583 91.69 
101-125 bps1,748 124.97 6,889 117.94 11,910 113.81 1,346 106.42 21,893 115.54 
126-150 bps378 146.56 6,387 140.31 43,256 134.44 9,692 139.53 59,713 135.97 
151-200 bps16,770 181.71 4,336 186.11 45,055 170.58 4,015 169.85 70,176 174.16 
201-250 bps66 221.49 3,462 224.99 5,319 223.96 35,703 212.81 44,550 215.10 
251 bps and
   above		785 396.99 1,513 299.47 13,423 283.01 1,128 304.01 16,849 291.21 
Total loans with
    current rates
    above floors		$369,301 40.54 $489,850 42.70 $430,878 77.03 $143,773 88.39 $1,433,802 57.04 
Loans at interest
    rate floors
    providing
    support:
1-25 bps$97,440 22.67 $169,493 20.66 $114,868 23.88 $6,077 18.10 $387,878 22.08 
26-50 bps174,151 45.67 89,141 46.80 105,786 43.23 6,969 44.79 376,047 45.24 
51-75 bps50,949 73.19 64,830 59.80 46,482 66.23 5,572 67.61 167,833 65.91 
76-100 bps49,250 99.89 14,376 95.34 38,802 95.98 604 99.90 103,032 97.78 
101-125 bps21,683 113.14 16,535 123.66 38,217 116.02 3,969 125.00 80,404 117.26 
126-150 bps9,393 150.00 22,571 135.35 22,834 140.44 5,051 150.00 59,849 140.83 
151-200 bps9,552 189.06 36,084 180.65 6,629 192.16 7,671 193.22 59,936 184.87 
201-250 bps1,088 234.27 29,573 241.75 11,427 229.05 107 250.00 42,195 238.14 
251 bps and
    above		4 365.00 32,612 291.67 36,588 279.43 — — 69,204 285.20 
Total loans at
    interest rate
    floors
    providing
    support		$413,510 59.82 $475,215 86.70 $421,633 85.09 $36,020 100.55 $1,346,378 78.31 
Asset quality
In order to operate with a sound risk profile, we focus on originating loans that we believe to be of high quality. We have established loan approval policies and procedures to assist us in maintaining the overall quality of our loan portfolio. When delinquencies in our loans exist, we rigorously monitor the levels of such delinquencies for any negative or adverse trends. From time to time, we may modify loans to extend the term or make other concessions, including extensions or interest rate modifications, to help a borrower with a deteriorating financial condition stay current on their loan and to avoid foreclosure. Furthermore, we are committed to collecting on all of our loans, which can result in us carrying higher nonperforming assets. We believe this practice leads to higher recoveries in the long-term.
Nonperforming assets
Our nonperforming assets consist of nonperforming loans, other real estate owned and other miscellaneous non-earning assets. As of March 31, 2022 and December 31, 2021, we had $56.0 million and $63.0 million, respectively, in nonperforming assets. Nonperforming loans are those on which the accrual of interest has stopped, as well as loans that
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are contractually 90 days past due on which interest continues to accrue. Generally, the accrual of interest is discontinued when the full collection of principal or interest is in doubt or when the payment of principal or interest has been contractually 90 days past due, unless the obligation is both well secured and in the process of collection. In our loan review process, we seek to identify and proactively address nonperforming loans. Accrued interest receivable written off as an adjustment to interest income amounted to $0.2 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively. Additionally, we had net interest recoveries on nonperforming assets previously charged off of $0.4 million and $0.7 million for the three months ended March 31, 2022 and 2021, respectively.
In addition to loans held for investment, nonperforming assets included commercial loans held for sale that were past due 90 days or more or not accruing interest. These nonperforming commercial loans held for sale represent a pool of previously acquired shared national credits and institutional healthcare loans that amounted to $5.1 million and $5.2 million as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, other real estate owned included $3.0 million and $3.3 million, respectively, of excess land and facilities held for sale resulting from our prior acquisitions. Other nonperforming assets also included other repossessed non-real estate amounting to $0.5 million and $0.7 million as of March 31, 2022 and December 31, 2021, respectively.
GNMA optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing and was the original transferor. At the servicer’s option and without GNMA’s prior authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100 percent of the remaining principal balance of the loan. Under FASB ASC Topic 860, “Transfers and Servicing,” this buy-back option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When the Company is deemed to have regained effective control over these loans under the unconditional buy-back option, the loans can no longer be reported as sold and must be brought back onto the balance sheet, regardless of whether the Company intends to exercise the buy-back option if the buyback option provides the transferor a more-than-trivial benefit. At March 31, 2022 and December 31, 2021, there were $70.7 million and $94.6 million of delinquent GNMA loans that had previously been sold; however, we determined there not to be a more-than-trivial benefit of rebooking based on an analysis of interest rates and an assessment of potential reputational risk associated with these loans. As such, these were not recorded on our balance sheets as of March 31, 2022 or December 31, 2021.
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The following table provides details of our nonperforming assets, the ratio of such loans and other nonperforming assets to total assets, and certain other related information as of the dates presented:
March 31,December 31,
(dollars in thousands)2022 20212021 
Loan Type  
Commercial and industrial$3,940 $14,247 $1,583 
Construction679 5,584 4,340 
Residential real estate:
1-to-4 family mortgage15,023 15,184 13,956 
Residential line of credit1,577 2,867 1,736 
Multi-family mortgage48 55 49 
Commercial real estate:
Owner occupied6,989 12,872 6,710 
Non-owner occupied7,185 12,064 14,084 
Consumer and other5,258 3,363 4,845 
Total nonperforming loans held for investment$40,699 $66,236 $47,303 
Loans held for sale5,087 12,779 5,217 
Other real estate owned9,721 11,177 9,777 
Other453 1,230 686 
Total nonperforming assets$55,960 $91,422 $62,983 
Total nonperforming loans held for investment as a percentage of total loans HFI0.51 %0.94 %0.62 %
Total nonperforming assets as a percentage of total assets0.44 %0.77 %0.50 %
Total nonaccrual loans HFI as a percentage of loans HFI0.35 %0.79 %0.47 %
Total accruing loans over 90 days delinquent as a percentage of total assets0.10 %0.09 %0.09 %
Loans restructured as troubled debt restructurings$20,601 $26,095 $32,435 
Troubled debt restructurings as a percentage of total loans held for investment0.26 %0.37 %0.43 %
We have evaluated our nonperforming loans held for investment and believe all nonperforming loans have been adequately reserved for in the allowance for credit losses as of March 31, 2022 and December 31, 2021. Management also continually monitors past due loans for potential credit quality deterioration. Loans not considered nonperforming include loans 30-89 days past due amounting to $23.9 million at March 31, 2022 as compared to $26.5 million at December 31, 2021.
Allowance for credit losses
The Company calculates its expected credit loss using a lifetime loss rate methodology. The Company utilizes probability-weighted forecasts, which consider multiple macroeconomic variables from a third-party vendor that are applicable to the type of loan. Each of the Company's loss rate models incorporate forward-looking macroeconomic projections throughout the reasonable and supportable forecast period and the subsequent historical reversion at the macroeconomic variable input level. In order to estimate the life of a loan, the contractual term of the loan is adjusted for estimated prepayments based on market information and the Company’s prepayment history.
The allowance for credit losses represents the portion of the loan's amortized cost basis that we do not expect to collect due to credit losses over the loan's life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions considering macroeconomic forecasts. Loan losses are charged against the allowance when we believe the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is based on the loan's amortized cost basis, excluding accrued interest receivable, as we promptly charge off accrued interest receivable determined to be uncollectible. We determine the appropriateness of the allowance through periodic evaluation of the loan portfolio, lending-related commitments and other relevant factors, including macroeconomic forecasts and historical loss rates. In future quarters, we may update information and forecasts that may cause significant changes in the estimate in those future quarters. See "Critical Accounting Estimates- Allowance for credit losses" within management's discussion and analysis in our Form 10-K for additional information regarding our methodology.
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The following table presents the allocation of the allowance for credit losses by loan category as well as the ratio of loans by loan category compared to the total loan portfolio as of the dates indicated: 
March 31, 2022December 31, 2021
(dollars in thousands)Amount% of
Loans		ACL
as a % of loans HFI category		Amount% of
Loans		ACL
as a % of loans HFI category
Loan Type:
Commercial and industrial$12,699 17 %0.92 %$15,751 17 %1.22 %
Construction31,782 19 %2.16 %28,576 17 %2.15 %
Residential real estate:
   1-to-4 family mortgage21,024 17 %1.56 %19,104 17 %1.50 %
   Residential line of credit6,545 5 %1.67 %5,903 5 %1.54 %
   Multi-family mortgage6,398 5 %1.60 %6,976 4 %2.14 %
Commercial real estate:
   Owner occupied8,416 12 %0.86 %12,593 13 %1.32 %
   Non-owner occupied21,290 21 %1.25 %25,768 23 %1.49 %
Consumer and other11,895 4 %3.59 %10,888 4 %3.35 %
Total allowance$120,049 100 %1.50 %$125,559 100 %1.65 %
 The following table summarizes activity in our allowance for credit losses during the periods indicated:
 Three Months Ended March 31,Year Ended December 31,
(dollars in thousands)2022 2021 2021 
Allowance for credit losses at beginning of period$125,559 $170,389 $170,389 
Charge-offs:
Commercial and industrial(4)(277)(4,036)
Construction— (29)(30)
Residential real estate:
1-to-4 family mortgage— (133)(154)
Residential line of credit— (15)(18)
Multi-family mortgage— — (1)
Commercial real estate:
Non-owner occupied— — (1,566)
Consumer and other(575)(716)(2,063)
Total charge-offs$(579)$(1,170)$(7,868)
Recoveries:
Commercial and industrial$958 $129 $861 
Construction— — 3 
Residential real estate:
1-to-4 family mortgage12 24 125 
Residential line of credit1 6 115 
Commercial real estate:
Owner occupied10 13 156 
Consumer and other217 195 773 
Total recoveries$1,198 $367 $2,033 
Net recoveries (charge-offs)619 (803)(5,835)
Provision for credit losses (6,129)(11,632)(38,995)
Allowance for credit losses at the end of period$120,049 $157,954 $125,559 
Ratio of net recoveries (charge-offs) during the period to average loans outstanding during
    the period		0.03 %(0.05)%(0.08)%
Allowance for credit losses as a percentage of loans at end of period(1)
1.50 %2.24 %1.65 %
Allowance for credit losses as a percentage of nonaccrual loans HFI(1)
431.4 %284.4 %353.0 %
Allowance for credit losses as a percentage of nonperforming loans at end of period(1)
295.0 %238.5 %265.4 %
(1) Excludes reserve for credit losses on unfunded commitments of $16.3 million, $14.2 million and $14.4 million recorded in accrued expenses and other liabilities at March 31, 2022, March 31, 2021, and December 31, 2021, respectively.
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The following table details our provision for credit losses and net charge-offs to average loans outstanding by loan category during the periods indicated:
Provision for credit losses(1)
Net recoveries (charge-offs)Average loans held for investmentRatio of annualized net recoveries (charge-offs) to average loans
(dollars in thousands)
Three months ended March 31, 2022
Commercial and industrial$(4,006)$954 $1,314,862 0.29 %
Construction3,206 — 1,373,379 — %
Residential real estate:
1-to-4 family mortgage1,908 12 1,296,550 — %
Residential line of credit641 1 384,592 — %
Multi-family mortgage(578)— 358,449 — %
Commercial real estate::
Owner occupied(4,187)10 974,227 — %
Non-owner occupied(4,478)— 1,691,268 — %
Consumer and other1,365 (358)369,239 (0.39)%
Total$(6,129)$619 $7,762,566 0.03 %
Three months ended March 31, 2021
Commercial and industrial$43 $(148)$1,297,530 (0.05)%
Construction(19,826)(29)1,079,205 (0.01)%
Residential real estate:
1-to-4 family mortgage461 (109)1,086,154 (0.04)%
Residential line of credit(1,257)(9)396,363 (0.01)%
Multi-family mortgage4,483 — 242,089 — %
Commercial real estate::
Owner occupied(1,253)13 884,103 0.01 %
Non-owner occupied6,032 — 1,687,908 — %
Consumer and other(315)(521)327,064 (0.65)%
Total$(11,632)$(803)$7,000,416 (0.05)%
Year ended December 31, 2021
Commercial and industrial$4,178 $(3,175)$1,271,476 (0.25)%
Construction(29,874)(27)1,138,769 — %
Residential real estate:
1-to-4 family mortgage(87)(29)1,130,019 — %
Residential line of credit(4,728)97 392,907 0.02 %
Multi-family mortgage(197)(1)310,874 — %
Commercial real estate::
Owner occupied7,588 156 917,334 0.02 %
Non-owner occupied(16,813)(1,566)1,683,413 (0.09)%
Consumer and other938 (1,290)352,421 (0.37)%
Total$(38,995)$(5,835)$7,197,213 (0.08)%
(1) Excludes provision for credit losses on unfunded commitments of $1.9 million, $(2.2) million and $(2.0) million recorded for the three months ended March 31, 2022 and 2021, and the year ended December 31, 2021, respectively.
The allowance for credit losses was $120.0 million and $125.6 million and represented 1.50% and 1.65% of loans held for investment as of March 31, 2022 and December 31, 2021, respectively.
The primary reason for the decrease in the allowance for credit losses is due to changes in reasonable and supportable forecasts of macroeconomic variables during the three months ended March 31, 2022, which resulted in projected decrease in lifetime losses and overall decrease in the ACL. Specifically, we performed qualitative evaluations within our established qualitative framework, weighting the impact of the current economic outlook (including inflation, employment, global conflicts and supply chain concerns), status of federal government stimulus programs, and other considerations, in order to identify specific industries or borrowers seeing credit improvement or deterioration specific to the COVID-19 pandemic. Specific industries subject to increased monitoring as a result of the COVID-19 pandemic included loans within
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retail lending, healthcare, hotel, transportation, restaurants and other leisure and recreational industries. In addition, we considered the conflict between Russia and Ukraine which has also led to uncertainty surrounding its potential impact and hardship on the U.S. economy. We experienced an improvement in credit quality indicators including lower nonaccrual loans and lower past due loans compared to December 31, 2021. Our loan portfolio had net recoveries of $0.6 million for the three months ended March 31, 2022 which were mostly concentrated in our commercial and industrial portfolio. This compares to net charge-offs $0.8 million for the three months ended March 31, 2021. Based on the factors discussed above, as of March 31, 2022, our evaluation showed an improvement when compared to December 31, 2021, resulting in lower loss rates from improving economic variables.
We also maintain an allowance for credit losses on unfunded commitments, which increased to $16.3 million as of March 31, 2022 from $14.4 million as of December 31, 2021 due to an increase in unfunded loan commitment balances during the first quarter of 2022, partially offset by the improvement in economic outlook noted above.
Loans held for sale
Commercial loans held for sale
The Company's loans held for sale includes a previously acquired portfolio of commercial loans, including shared national credits and institutional healthcare loans that the Company has elected to account for as held for sale. The loans had a fair value of $78.2 million as of March 31, 2022 compared to $79.3 million as of December 31, 2021. The change is attributable to loans within the portfolio being paid off through external refinancing and pay-downs and was partially offset by loan fundings on pre-existing loan commitments. This decrease also includes losses of $0.2 million and $0.9 million recognized on the change in fair value of the portfolio which is included in 'other noninterest income' on the consolidated statement of income for the three months ended March 31, 2022 and 2021, respectively.
Mortgage loans held for sale
Mortgage loans held for sale were $318.5 million at March 31, 2022 compared to $672.9 million at December 31, 2021. Interest rate lock volume for the three months ended March 31, 2022 and 2021, totaled $1.31 billion and $1.89 billion, respectively. Generally, mortgage volume decreases in rising interest rate environments and slower housing markets and increases in lower interest rate environments and robust housing markets. The decrease in interest rate lock volume during the three months ended March 31, 2022 reflects the slow down experienced across the industry compared with the three months ended March 31, 2021, which benefited from historically low interest rates pre-empted by the COVID-19 Pandemic. Interest rate lock commitments in the pipeline were $541.6 million as of March 31, 2022 compared with $487.4 million as of December 31, 2021. We expect to experience declines in mortgage loans held for sale through the remainder of 2022 associated with our exit from our Direct-to-Consumer channel, which was announced subsequent to March 31, 2022.
Mortgage loans to be sold are sold either on a “best efforts” basis or under a mandatory delivery sales agreement. Under a “best efforts” sales agreement, residential real estate originations are locked in at a contractual rate with third party private investors or directly with government sponsored agencies, and we are obligated to sell the mortgages to such investors only if the mortgages are closed and funded. The risk we assume is conditioned upon loan underwriting and market conditions in the national mortgage market. Under a mandatory delivery sales agreement, we commit to deliver a certain principal amount of mortgage loans to an investor at a specified price and delivery date. Penalties are paid to the investor if we fail to satisfy the contract. Gains and losses are realized at the time consideration is received and all other criteria for sales treatment have been met. These loans are typically sold within fifteen to twenty-five days after the loan is funded, depending on the economic environment and competition in the market. Although loan fees and some interest income are derived from mortgage loans held for sale, the main source of income is gains from the sale of these loans in the secondary market.
Deposits
Deposits represent the Bank’s primary source of funds. We continue to focus on growing core customer deposits through our relationship driven banking philosophy, community-focused marketing programs, and initiatives such as the development of our treasury management services.
Total deposits were $11.00 billion and $10.84 billion as of March 31, 2022 and December 31, 2021, respectively. Noninterest-bearing deposits at March 31, 2022 and December 31, 2021 were $2.79 billion and $2.74 billion, respectively, while interest-bearing deposits were $8.21 billion and $8.10 billion at March 31, 2022 and December 31, 2021, respectively. This deposit growth includes increases of $221.1 million and $47.5 million in interest-bearing demand and noninterest-bearing demand, respectively, in each case compared to December 31, 2021. This was offset by declines in
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customer time and money market deposits of $56.7 million and $53.1 million, respectively, in each case as of March 31, 2022 compared to balances as of December 31, 2021. This change in deposit composition is a result of our balance sheet management and focus on replacing time deposits with less costly funding sources. Also, during the three months ended March 31, 2022, the Company entered into two designated fair value hedges to mitigate interest rate exposure associated with certain fixed-rate money market deposits. The aggregate fair value of these hedges included in the carrying amount of total money market deposits as of March 31, 2022 was $3.7 million.
Included in noninterest-bearing deposits are certain mortgage escrow and related customer deposits that our third-party servicing provider, Cenlar, transfers to the Bank which totaled $131.1 million and $127.6 million at March 31, 2022 and December 31, 2021, respectively. Additionally, our deposits from municipal and governmental entities (i.e. "public deposits") totaled $2.56 billion at March 31, 2022, compared to $2.29 billion at December 31, 2021.
Our deposit base also includes certain commercial and high net worth individuals that periodically place deposits with the Bank for short periods of time and can cause fluctuations from period to period in the overall level of customer deposits outstanding. These fluctuations may include certain deposits from related parties as disclosed within Note 14, "Related party transactions" in the notes to our consolidated financial statements included in this Report.
Average deposit balances by type, together with the average rates per period are reflected in the average balance sheet amounts, interest paid and rate analysis tables included in this management's discussion and analysis under the subheading "Results of operations" discussion.
The following table sets forth the distribution by type of our deposit accounts as of the dates indicated:
As of March 31,
As of December 31,
2022 2021 
(dollars in thousands)Amount% of total deposits Average rate Amount% of total deposits Average rate
Deposit Type
Noninterest-bearing demand$2,787,698 25 %— %$2,740,214 26 %— %
Interest-bearing demand3,639,779 33 %0.28 %3,418,666 32 %0.35 %
Money market3,013,290 27 %0.21 %3,066,347 28 %0.36 %
Savings deposits500,195 5 %0.05 %480,589 4 %0.06 %
Customer time deposits1,046,899 10 %0.50 %1,103,594 10 %0.67 %
Brokered and internet time
  deposits		8,417 — %1.24 %27,487 — %1.69 %
Total deposits$10,996,278 100 %0.20 %$10,836,897 100 %0.30 %
Total Uninsured Deposits$4,938,207 45 %$4,877,819 45 %
Customer Time Deposits
0.00-0.50%$794,397 76 %$792,020 72 %
0.51-1.00%72,509 7 %97,644 9 %
1.01-1.50%62,494 6 %78,539 7 %
1.51-2.00%29,619 3 %36,090 3 %
2.01-2.50%35,389 3 %44,653 4 %
Above 2.50%52,491 5 %54,648 5 %
Total customer time deposits$1,046,899 100 %$1,103,594 100 %
Brokered and Internet Time
   Deposits
0.00-0.50%$99 1 %$99 — %
0.51-1.00%— — %— — %
1.01-1.50%247 3 %595 2 %
1.51-2.00%768 9 %16,358 60 %
2.01-2.50%4,464 53 %4,464 16 %
Above 2.50%2,839 34 %5,971 22 %
Total brokered and internet time deposits$8,417 100 %$27,487 100 %
Total time deposits$1,055,316 $1,131,081 
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Other Earning Assets
Securities purchased under agreements to resell ("reverse repurchase agreements")
We enter into agreements with certain customers to purchase investment securities under agreements to resell at specific dates in the future. This investment deploys some of our liquidity position into an instrument that improves the return on those funds in low interest rate environments. Additionally, we believe it positions us more favorably for a rising interest rate environment. Securities purchased under agreements to resell totaled $74.3 million and $74.2 at March 31, 2022 and December 31, 2021, respectively.
Investment portfolio
Our investment portfolio objectives include maximizing total return after other primary objectives are achieved such as, but not limited to, providing liquidity, capital preservation, and pledging collateral for various lines of credit and other borrowings. The investment objectives guide the portfolio allocation among securities types, maturities, and other attributes.
The fair value of our available-for-sale debt securities portfolio was $1.68 billion as of both March 31, 2022 and December 31, 2021. As of March 31, 2022 and December 31, 2021, the Company had $3.2 million and $3.4 million, respectively, in equity securities recorded at fair value that primarily consisted of mutual funds.
During the three months ended March 31, 2022 and 2021, we purchased $170.1 million and $131.3 million in investment securities, respectively. There were no sales of securities sold during the three months ended March 31, 2022 or 2021. During the three months ended March 31, 2022 and 2021, maturities and calls of securities totaled $57.4 million and $61.0 million, respectively.
Included in the fair value of available-for-sale debt securities were net unrealized losses of $100.9 million at March 31, 2022 compared net unrealized gains of $4.7 million at December 31, 2021. Our available-for-sale debt securities portfolio incurred unrealized losses during the period due to a rising interest rate environment, but we believe we are well positioned to mitigate the impact of future rate increases due to the low duration of our portfolio. During the three months ended March 31, 2022 and 2021, the change in the fair value of equity securities resulted in a net loss of $154 thousand and a net gain of $76 thousand, respectively.

















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The following table sets forth the fair value, scheduled maturities and weighted average yields for our available-for-sale debt securities portfolio as of the dates indicated below:
As of March 31,As of December 31,
 2022 2021 
(dollars in thousands)Fair value% of total investment securities
Weighted average yield (1)
Fair value% of total investment securities
Weighted average yield (1)
Treasury securities:
Maturing within one year$— — %— %$— — %— %
Maturing in one to five years80,173 4.8 %1.85 %14,908 0.9 %1.24 %
Maturing in five to ten years— — %— %— — %— %
Maturing after ten years— — %— %— — %— %
Total Treasury securities80,173 4.8 %1.85 %14,908 0.9 %1.24 %
Government agency securities:
Maturing within one year— — %— %— — %— %
Maturing in one to five years19,180 1.1 %1.33 %20,141 1.2 %1.33 %
Maturing in five to ten years19,702 1.2 %1.54 %13,729 0.8 %1.40 %
Maturing after ten years— — %— %— — %— %
Total government agency securities38,882 2.3 %1.44 %33,870 2.0 %1.36 %
Municipal securities:
Maturing within one year19,602 1.2 %1.06 %21,884 1.3 %1.26 %
Maturing in one to five years18,733 1.1 %2.06 %19,903 1.2 %2.05 %
Maturing in five to ten years27,516 1.6 %3.42 %27,086 1.6 %3.38 %
Maturing after ten years244,287 14.5 %3.13 %269,737 16.1 %3.14 %
Total obligations of state and municipal subdivisions310,138 18.4 %2.97 %338,610 20.2 %2.97 %
Residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC:
Maturing within one year— — %— %— — %— %
Maturing in one to five years4,057 0.2 %2.65 %4,041 0.2 %2.55 %
Maturing in five to ten years15,895 0.9 %2.33 %17,368 1.0 %2.28 %
Maturing after ten years1,226,611 73.0 %1.75 %1,263,213 75.3 %1.51 %
Total residential and commercial mortgage backed securities guaranteed by FNMA, GNMA and FHLMC1,246,563 74.1 %1.76 %1,284,622 76.5 %1.53 %
Corporate securities:
Maturing within one year— — %— %— — %— %
Maturing in one to five years352 — %5.06 %355 — %5.06 %
Maturing in five to ten years7,417 0.4 %3.87 %6,160 0.4 %4.05 %
Maturing after ten years— — %— %— — %— %
Total Corporate securities7,769 0.4 %3.94 %6,515 0.4 %4.13 %
          Total available-for-sale debt securities$1,683,525 100.0 %1.99 %$1,678,525 100.0 %1.83 %
(1)Yields on a tax-equivalent basis.
Borrowed funds
Deposits and investment securities available-for-sale are the primary source of funds for our lending activities and general business purposes. However, we may also obtain advances from the FHLB, purchase federal funds and engage in overnight borrowing from the Federal Reserve, correspondent banks, or enter into client repurchase agreements. We also use these sources of funds as part of our asset liability management process to control our long-term interest rate risk exposure, even if it may increase our short-term cost of funds.
Our level of short-term borrowing can fluctuate on a daily basis depending on funding needs and the source of funds to satisfy those needs, in addition to the overall interest rate environment and cost of public funds. Borrowings can include securities sold under agreements to repurchase, lines of credit, advances from the FHLB, federal funds purchased, and subordinated debt.
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Securities sold under agreements to repurchase
We enter into agreements with certain customers to sell certain securities under agreements to repurchase the security the following day. These agreements are made to provide customers with comprehensive treasury management programs a short-term return for their excess funds. Securities sold under agreements to repurchase totaled $25.9 million and $40.7 million at March 31, 2022 and December 31, 2021, respectively.
Subordinated debt
We have two wholly-owned subsidiaries that are statutory business trusts (“Trusts”). The Trusts were created for the sole purpose of issuing 30-year capital trust preferred securities to fund the purchase of junior subordinated debentures issued by the Company. As of March 31, 2022 and December 31, 2021, our $0.9 million investment in the Trusts was included in other assets in the accompanying consolidated balance sheets, and our $30.0 million obligation is reflected as junior subordinated debt, respectively. The junior subordinated debt bears interest at floating interest rates based on a spread over 3-month LIBOR plus 315 basis points (4.12% and 3.37% at March 31, 2022 and December 31, 2021, respectively) for the $21.7 million debenture and 3-month LIBOR plus 325 basis points (4.26% and 3.47% at March 31, 2022 and December 31, 2021, respectively) for the remaining $9.3 million. The $9.3 million debenture may be redeemed prior to the 2033 maturity date upon the occurrence of a special event, and the $21.7 million debenture may be redeemed prior to 2033 at our option. The Company classified both debentures as additional Tier 1 capital as of March 31, 2022 and December 31, 2021.
We also have $100.0 million of ten year fixed-to-floating rate subordinated notes scheduled to mature on September 1, 2030. This subordinated note pays interest semi-annually in arrears based on a 4.5% fixed annual interest rate for the first five years of the notes. For years six through ten, the interest rate resets on a quarterly basis, and will be based on the 3-month Secured Overnight Financing Rate plus a spread of 439 basis points. We are entitled to redeem the notes in whole or in part on any interest payment date on or after September 1, 2025. During the three months ended March 31, 2022, the Company entered into a designated fair value hedge to mitigate our interest rate exposure associated with these notes. The estimated fair value of the hedge included in borrowings on the consolidated balance sheet as of March 31, 2022 was $1.3 million. The Company classified the subordinated notes issuance, net of the impact of the designated fair value hedge and unamortized issuance costs, as Tier 2 capital as of March 31, 2022 and net of unamortized issuance costs as of December 31, 2021.
Other borrowings
Other borrowings on our consolidated balance sheets includes our finance lease liability totaling $1.5 million as of both March 31, 2022 and December 31, 2021. See Note 5, "Leases" within the Notes to our consolidated financial statements for additional information regarding our finance lease.
Liquidity and capital resources
Bank liquidity management
We are expected to maintain adequate liquidity at the Bank to meet the cash flow requirements of clients who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Our Liquidity and Interest Rate Risk Policy is intended to cause the Bank to maintain adequate liquidity and, therefore, enhance our ability to raise funds to support asset growth, meet deposit withdrawals and lending needs, maintain reserve requirements and otherwise sustain our operations. We accomplish this through management of the maturities of our interest-earning assets and interest-bearing liabilities. We believe that our present position is adequate to meet our current and future liquidity needs.
We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of our short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of clients, while maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders. We also monitor our liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios and deposits.
Despite the improvement in outlook surrounding the COVID-19 pandemic, there are numerous remaining uncertainties and we have taken steps to ensure adequate liquidity and access to funding sources. Our balance sheet composition shifted during the three months ended March 31, 2022 due to an increase in excess liquidity, which we estimate to be interest-bearing deposits with other financial institutions in excess of 5% of average tangible assets. As of March 31, 2022 and December 31, 2021 we had estimated excess liquidity of $980.9 million and $688.9 million, respectively. To date, we
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have not seen significant pressure on liquidity or sources of funding as a result of the pandemic and have maintained higher than typical levels of liquidity in cash and cash equivalents to allow for flexibility.
As part of our liquidity management strategy, we also focus on minimizing our costs of liquidity and attempt to decrease these costs by growing our noninterest-bearing and other low-cost deposits, while replacing higher cost funding sources including time deposits and borrowed funds. While we do not control the types of deposit instruments our clients choose, we do influence those choices with the rates and the deposit specials we offer.
Our investment portfolio is another alternative for meeting liquidity needs. These assets generally have readily available markets that offer conversions to cash as needed. Securities within our investment portfolio are also used to secure certain deposit types and short-term borrowings. As of March 31, 2022 and December 31, 2021, securities with a carrying value of $1.25 billion and $1.23 billion, respectively, were pledged to secure government, public, trust and other deposits and as collateral for short-term borrowings, letters of credit and derivative instruments.
Additional sources of liquidity include federal funds purchased, reverse repurchase agreements, FHLB borrowings, and lines of credit. Interest is charged at the prevailing market rate on federal funds purchased, reverse repurchase agreements and FHLB advances. Funds and advances obtained from the FHLB are used primarily to meet day to day liquidity needs, particularly when the cost of such borrowing compares favorably to the rates that we would be required to pay to attract deposits. There were no outstanding overnight cash management advances or other advances with the FHLB as of March 31, 2022 or December 31, 2021. There was $1.15 billion and $1.23 billion as of March 31, 2022 and December 31, 2021, respectively available to borrow against. 
We also maintain lines of credit with other commercial banks totaling $325.0 million as of both March 31, 2022 and December 31, 2021. These are unsecured, uncommitted lines of credit typically maturing at various times within the next twelve months. There were no borrowings against these lines as of March 31, 2022 or December 31, 2021. We also had an additional $50.0 million available through the promontory network as of both March 31, 2022 and December 31, 2021.
Holding company liquidity management
The Company is a corporation separate and apart from the Bank and, therefore, it must provide for its own liquidity. The Company’s main source of funding is dividends declared and paid to it by the Bank. Statutory and regulatory limitations exist that affect the ability of the Bank to pay dividends to the Company. Management believes that these limitations will not impact the Company’s ability to meet its ongoing short-term cash obligations. For additional information regarding dividend restrictions, see the “Item 1. Business - Supervision and regulation,” "Item 1A. Risk Factors - Risks related to our business" and " Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Dividend Policy," each of which is set forth in our Annual Report.
Due to state banking laws, the Bank may not declare dividends in any calendar year in an amount exceeding the total of its net income for that year combined with its retained net income of the preceding two years, without the prior approval of the Tennessee Department of Financial Institutions. Based upon this regulation, as of March 31, 2022 and December 31, 2021, $103.2 million and $170.8 million of the Bank’s retained earnings were available for the payment of dividends without such prior approval. In addition, dividends paid by the Bank to the Company would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. During the three months ended March 31, 2022, there were $17.3 million in cash dividends approved by the board for payment from the Bank to the holding company. During the three months ended March 31, 2021, the board approved a quarterly dividend from the Bank to the holding company amounting to approximately $75.0 million. None of these required approval from the TDFI. Subsequent to March 31, 2022, the board approved a dividend from the Bank to the holding company to be paid in the second quarter for $17.3 million that also did not require approval from the TDFI.
During the three months ended March 31, 2022, the Company declared and paid shareholder dividends of $0.13 per share, or $6.2 million, respectively. During the three months ended March 31, 2021, the Company declared and paid dividends of $0.11 per share, or $5.3 million, respectively. Subsequent to March 31, 2022, the Company declared a quarterly dividend in the amount of $0.13 per share, payable on May 23, 2022, to stockholders of record as of May 9, 2022.




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Shareholders’ equity and capital management
Our total shareholders’ equity was $1.38 billion at March 31, 2022 and $1.43 billion at December 31, 2021. Book value per share was $29.06 at March 31, 2022 and $30.13 at December 31, 2021, respectively. The decrease in shareholders’ equity, during the three months ended March 31, 2022, was primarily attributable to a decrease in accumulated other comprehensive income related to unrealized losses on our available-for-sale securities portfolio. Additionally, our capital was impacted by retained net income, dividends paid, and a $6.2 million cumulative decrease in common stock and additional paid-in capital related to common stock repurchases.
Our capital management consists of providing adequate equity to support our current and future operations. We are subject to various regulatory capital requirements administered by state and federal banking agencies, including the TDFI, Federal Reserve and the FDIC. Failure to meet minimum capital requirements may prompt certain actions by regulators that, if undertaken, could have a direct material adverse effect on our financial condition and results of operations. The Federal Reserve and the FDIC have issued guidelines governing the levels of capital that banks must maintain. As of March 31, 2022 and December 31, 2021, we met all capital adequacy requirements for which we are subject. See additional discussion regarding our capital adequacy and ratios at within Note 12, "Minimum capital requirements" in the notes to our consolidated financial statements contained herein.
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate sensitivity
Our market risk arises primarily from interest rate risk inherent in the normal course of lending and deposit-taking activities. Management believes that our ability to successfully respond to changes in interest rates will have a significant impact on our financial results. To that end, management actively monitors and manages our interest rate risk exposure.
The Asset Liability Management Committee, which is authorized by our board of directors, monitors our interest rate sensitivity and makes decisions relating to that process. The ALCO’s goal is to structure our asset/liability composition to maximize net interest income while managing interest rate risk so as to minimize the adverse impact of changes in interest rates on net interest income and capital in either a rising or declining interest rate environment. Profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact our earnings because the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis.
We monitor the impact of changes in interest rates on our net interest income and economic value of equity using rate shock analysis. Net interest income simulations measure the short-term earnings exposure from changes in market rates of interest in a rigorous and explicit fashion. Our current financial position is combined with assumptions regarding future business to calculate net interest income under varying hypothetical rate scenarios. Economic Value of Equity measures our long-term earnings exposure from changes in market rates of interest. EVE is defined as the present value of assets minus the present value of liabilities at a point in time. A decrease in EVE due to a specified rate change indicates a decline in the long-term earnings capacity of the balance sheet assuming that the rate change remains in affect over the life of the current balance sheet. For purposes of calculating EVE, a zero percent floor is assumed on discount factors.
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The following analysis depicts the estimated impact on net interest income and EVE of immediate changes in interest rates at the specified levels for the periods presented:
Percentage change in:
Net interest income (1)
 Year 1 Year 2
Change in interest ratesMarch 31,December 31, March 31,December 31,
(in basis points)2022 2021 2022 2021 
+40029.2 %40.9 %41.7 %54.8 %
+30021.6 %30.2 %30.8 %40.8 %
+20015.3 %20.9 %21.7 %28.3 %
+1008.08 %10.8 %11.5 %14.7 %
-100(7.54)%(6.32)%(12.7)%(10.2)%
-200(11.6)%(8.73)%(20.4)%(13.5)%
 Percentage change in:
Economic value of equity (2)
Change in interest ratesMarch 31,December 31,
(in basis points)2022 2021 
+400(2.54)%5.30 %
+300(0.80)%5.67 %
+2000.86 %5.72 %
+1001.21 %3.90 %
-100(3.95)%(8.13)%
-200(10.2)%(21.4)%
(1)The percentage change represents the projected net interest income for 12 months and 24 months on a flat balance sheet in a stable interest rate environment versus the projected net interest income in the various rate scenarios.
(2)The percentage change in this column represents our EVE in a stable interest rate environment versus EVE in the various rate scenarios.
The results for the net interest income simulations as of March 31, 2022 and December 31, 2021 resulted in an asset sensitive position. The primary influence of our asset sensitivity is the floating rate structure in many of our loans held for investment as well as the composition of our liabilities which is primarily core deposits. Non-interest bearing deposits continue be a strong source of funding which also increases asset sensitivity. While our variable rate loan portfolio is indexed to market rates, deposits typically adjust at a percentage of the overall movement in market rates, resulting in margin compression. Index floors in our variable rate loans and aggressive deposit pricing should continue to mitigate some of this pressure in the near term.
The preceding measures assume no change in the size or asset/liability compositions of the balance sheet. Thus, the measures do not reflect the actions the ALCO may undertake in response to such changes in interest rates. The scenarios assume instantaneous movements in interest rates in increments of 100, 200, 300 and 400 basis points. As interest rates are adjusted over a period of time, it is our strategy to proactively change the volume and mix of our balance sheet in order to mitigate our interest rate risk. The computation of the prospective effects of hypothetical interest rate changes requires numerous assumptions regarding characteristics of new business and the behavior of existing positions. These business assumptions are based upon our experience, business plans and published industry experience. Key assumptions employed in the model include asset prepayment speeds, competitive factors, the relative price sensitivity of certain assets and liabilities and the expected life of non-maturity deposits. Because these assumptions are inherently uncertain, actual results may differ from simulated results.
We may utilize derivative financial instruments as part of an ongoing effort to mitigate interest rate risk exposure to interest rate fluctuations and facilitate the needs of our customers.
The Company enters into derivative instruments that are not designated as hedging instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with customer contracts, the Company enters into an offsetting derivative contract. The Company manages its credit risk, or potential risk of default by its commercial customers through credit limit approval and monitoring procedures.
The Company has entered into designated cash flow hedges to hedge interest rate exposure on floating rate subordinated debentures amounting to $30.9 million. Under these interest rate swap cash flow hedges, the Company receives a variable interest rate and pays a fixed interest rate. During the three months ended March 31, 2022, the Company also entered into interest rate swap contracts designated at fair value hedges to hedge interest rate exposure on our
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subordinated debt issuance of $97.4 million and certain fixed-rate money market customer deposits. Under these contracts, we receive a fixed rate of interest and pay a floating rate of interest.
The Company enters into rate lock commitments and forward loan sales contracts as part of our ongoing efforts to mitigate our interest rate risk exposure inherent in our mortgage pipeline and held for sale portfolio. Under the interest rate lock commitments, interest rates for a mortgage loan are locked in with the client for a period of time, typically 30-90 days. Once an interest rate lock commitment is entered into with a client, we also enter into a forward commitment to sell the residential mortgage loan to secondary market investors. Forward loan sale contracts are contracts for delayed sale and delivery of mortgage loans to a counter party. We agree to deliver on a specified future date, a specified instrument, at a specified price or yield. The credit risk inherent to us arises from the potential inability of counterparties to meet the terms of their contracts. In the event of non-acceptance by the counterparty, we would be subject to the credit and inherent (or market) risk of the loans retained.
Additionally, the Company enters into forward commitments, options and futures contracts that are not designated as hedging instruments, which serve as economic hedges of the change in fair value of its MSRs.
For more information about our derivative financial instruments, see Note 9, “Derivatives” in the notes to our consolidated financial statements. 
ITEM 4 — Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Report was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is: (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure; and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
PART II
ITEM 1—LEGAL PROCEEDINGS
Various legal proceedings to which we or our subsidiaries are party arise from time to time in the normal course of business. As of the date of this Report, there are no material pending legal proceedings to which we or any of our subsidiaries is a party or of which any of our or our subsidiaries’ properties are subject.
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ITEM 1A—RISK FACTORS
There have been no material changes to the risk factors set forth in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2021.
ITEM 2—UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about repurchases of common stock by the Company during the quarter ended March 31, 2022: 
Period
(a)
Total number of shares purchased(1)
(b)
Average price paid per share		(c)
Total number of shares purchased as part of publicly announced plans or programs
(d)
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs(2)
January 1 - January 31, 202249,177 $42.86 49,177 $90,290,530 
February 1 - February 28, 202220,106 41.99 20,106 89,445,597 
March 1 - March 31, 202275,836 42.87 75,836 86,192,331 
Total145,119 $42.74 145,119 86,192,331 
(1) On February 18, 2021, the Company announced the board of directors’ authorization of a share repurchase program pursuant to which the Company may purchase up to $100 million in shares of the Company’s issued and outstanding common stock. The repurchase plan expired on March 31, 2022. The repurchase plan was conducted pursuant to a written plan that was intended to comply with Rule 10b-18 promulgated under the Exchange Act.
(2) Amounts are inclusive of commissions and fees related to the stock repurchases.
On March 14, 2022, the Company announced the board of director's authorization of a new repurchase program pursuant to which the Company may purchase up to $100 million in shares of the Company’s issued and outstanding common stock. The purchase authorizations granted under the new repurchase plan will terminate either on the date on which the maximum dollar amount is repurchased under the new repurchase plan or on January 31, 2024, whichever date occurs earlier. The new repurchase plan will be conducted pursuant to a written plan and is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Subsequent to March 31, 2022, the Company bought back 400,000 shares of common stock under this agreement at an average share price of $40.91 and total repurchase amount of $16.4 million.
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ITEM 6—EXHIBITS
The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference (as stated therein) as part of this Report.
EXHIBIT INDEX
Exhibit NumberDescription
101.INSInline XBRL Instance Document*
101.SCHInline XBRL Taxonomy Extension Schema Document*
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.
†
Represents a management contract or a compensatory plan or arrangement.
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Signatures

Pursuant to the requirements of the section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 FB Financial Corporation
  
 /s/ Michael M. Mettee
May 10, 2022
Michael M. Mettee
Chief Financial Officer
(Principal Financial Officer)
/s/ Keith Rainwater
May 10, 2022
Keith Rainwater
Chief Accounting Officer
(Principal Accounting Officer)


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Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 27th day of November, 2020 (the “Effective Date”) by and among FB FINANCIAL CORPORATION (“Company”), FIRSTBANK, a Tennessee bank (“Bank”), a wholly owned subsidiary of the Company, and Travis K. Edmondson (“Executive”). Company, Bank, and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”

BACKGROUND

WHEREAS, Executive is currently engaged as the Chief Banking Officer of Company and Bank; and

WHEREAS, the Parties desire to memorialize the terms and conditions of Executive’s employment.

NOW, THEREFORE, in consideration of the payments, consents, and acknowledgements described below, in consideration of Executive’s employment with Company and Bank, and in consideration of other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the Parties agree as follows:
1. Definitions. The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms:

(a)     “Board of Directors” means, collectively, the board of directors of Company and the board of directors of Bank and, where appropriate, any committee or other designee thereof.

(b)    “Beneficial Owner” has the meaning given such term in Rule 13d-3 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934.

(c)    “Cause” means, in the context of the termination of this Agreement by Employer, a good faith determination by the Chief Executive Officer of Company that is agreed to by a majority of the members of the Compensation Committee of the Board of Directors of Company, that any of the following has occurred:

(i)    conduct by Executive that amounts to willful misconduct, gross neglect, or a material failure to perform Executive’s duties and responsibilities hereunder, including prolonged absences without the consent of the Chief Executive Officer of Company unless otherwise excused by law or under Bank’s leave policies; provided that the nature of such conduct shall be set forth in a written notice to Executive who shall have 30 business days following delivery of such notice to cure such alleged conduct, provided that such conduct is, in the reasonable discretion of the Chief Executive Officer of Company, susceptible to a cure;
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(ii)    any willful violation of any material law, rule, or regulation applicable to banks or the banking industry generally (including but not limited to the regulations of the Board of Governors of the Federal Reserve, the FDIC, the Tennessee Department of Financial Institutions, or any other applicable regulatory authority);

(iii)    the exhibition by Executive of a standard of behavior within the scope of or related to Executive’s employment that is in violation of any written policy, board committee charter, or code of ethics or business conduct (or similar code) of Company or Bank to which Executive is subject; provided that the nature of such conduct shall be set forth with reasonable particularity in a written notice to Executive who shall have 30 business days following delivery of such notice to cure such alleged conduct, provided that such conduct is, in the reasonable discretion of the Chief Executive Officer of Company, susceptible to a cure;

(iv)    any act of fraud, misappropriation, or embezzlement by Executive, whether or not such act was committed in connection with the business of Company and/or Bank;

(v)    a material breach of this Agreement, including, without limitation, a breach of Section 7 hereof; provided that the nature of such breach shall be set forth with reasonable particularity in a written notice to Executive who shall have 30 business days following delivery of such notice to cure such breach, provided that such breach is, in the reasonable discretion of the Chief Executive Officer of Company, susceptible to a cure;

(vi)    Executive’s conviction of, or Executive’s pleading guilty or nolo contendere to with respect to (a) a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime, or lesser offense is connected with the business of Company and/or Bank, or (b) any crime in connection with the business of Company or Bank.

(d)     “Change in Control” means and includes any one of following events:

(i)     any Person becomes a Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the then-outstanding securities of Company eligible to vote for the election of directors (“Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions of Company Voting Securities shall not constitute a Change in Control: (A) an acquisition by a Principal Shareholder, (B) an acquisition directly or indirectly from the Company, including an acquisition by or through a broker, underwriter, or financial institution acquiring such securities as part of a firm commitment or similar underwriting or distribution process, (C) an acquisition by Company or Bank, (D) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by Company or Bank, or (E) an acquisition
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pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or

(ii)    during any consecutive 12-month period, individuals who, at the beginning of such period, constitute Company’s Board of Directors (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board of Directors, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board of Directors shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board of Directors (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(iii)    the consummation of a reorganization, merger, consolidation, statutory share exchange, or similar form of corporate transaction involving Company or Bank, the sale or other disposition of all or substantially all of Company’s assets, or the acquisition of assets or stock of another corporation or other entity (each, a “Transaction”), unless immediately following such Transaction: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Company Voting Securities immediately prior to such Transaction beneficially own, directly or indirectly, more than 50% of the voting power of the then-outstanding shares of voting securities of the entity resulting from such Transaction (including, without limitation, an entity which as a result of such Transaction owns Company or all or substantially all of Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Transaction, of the outstanding Company Voting Securities, and (B) no person (other than (x) Company or Bank, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board of Director’s approval of the execution of the initial agreement providing for such Transaction (any Transaction which satisfies all of the criteria specified in (A), (B), and (C) above shall be deemed to be a “Non-Qualifying Transaction”).

(e)    “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(f)    “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.
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(g)    “Compensation Committee” means the compensation committee of the board of directors of Company.

(h)    “Competitive Services” means engaging in the business of commercial and mortgage banking, including, without limitation, originating, underwriting, closing and selling loans, receiving deposits, as well as the business of providing any other activities, products, or services of the type routinely conducted, offered, or provided by Employer as of or during the two years immediately prior to the Date of Termination.

(i)    “Confidential Information” means any and all data and information relating to Employer, its activities, business, or clients that (i) is disclosed to Executive or of which Executive becomes aware because of Executive’s employment with Employer; (ii) has value to Employer; and (iii) is not generally known outside of Employer. “Confidential Information” shall include, but is not limited to the following types of information regarding, related to, or concerning Employer: trade secrets (as defined by the Tennessee Uniform Trade Secrets Act); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; customer lists; customer files, data, and financial information; details of customer contracts; current and anticipated customer requirements; identifying and other information pertaining to business referral sources; past, current, and planned research and development; computer aided systems, software, strategies, and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees, and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of Employer, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of Employer. In addition to data and information relating to Employer, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to Employer by such third party, and that Employer has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of Employer.

(j)    “Date of Termination” means: (i) if Executive’s employment is terminated other than by reason of death or Disability, the date of delivery of the Notice of Termination, or any later date specified in such Notice of Termination, or (ii) if Executive’s employment is terminated by reason of death or Disability, the Date of Termination will be the date of death or the Disability Effective Date, as the case may be.

(k)    “Disability” means a condition for which benefits would be payable under any long-term disability coverage (without regard to the application of any elimination period requirement) then provided to Executive by Employer or, if no such coverage is then being provided, the inability of the Executive to perform the essential functions of Executive’s job with
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Employer (as specified in this Agreement), with or without reasonable accommodation, for a period of at least 180 consecutive days as certified by a physician chosen by Executive and reasonably acceptable to the Employer. Notwithstanding the provisions in this Section 1(k), Disability for purposes of this Agreement must also be a disability within the meaning of Code Section 409A(a)(2)(A)(ii) and 409A(a)(2)(C) and Treas. Reg. Section 1.409A-3(a)(2).

(l)    “Employer” means Company and Bank, collectively.

(m)    “Excise Tax” means any excise tax imposed by Section 4999 of the Code.

(n)    “FDIC” means the Federal Deposit Insurance Corporation.

(o)    “Good Reason” shall mean, in the context of the termination of this Agreement by Executive:

(i)    a material diminution in Executive’s title, authority, duties, or responsibilities which is not consented to by Executive in writing;

(ii)    a material diminution in Executive’s base compensation (which includes Executive’s Base Salary and target annual bonus opportunity) which is not consented to by Executive in writing or made as part of across-the-board compensation reductions affecting all or substantially all similarly-situated employees;

(iii)    a change in the location of Executive’s primary office such that Executive is required to report regularly to an office located outside of a 50-mile radius from the location of Executive’s primary office as of the Effective Date, which change is not consented to by Executive in writing; or

(iv)    a material breach of the terms of this Agreement by Employer.

(p)    “Notice of Termination” shall mean a written notice delivered by a Party in connection with the termination of this Agreement which (i) indicates the specific termination provision in this Agreement relied upon for such termination, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and (iii) specifies the Date of Termination.

(q)    “Material Contact” means contact between Executive and a customer or potential customer of Company or Bank (i) with whom or which Executive has or had substantive dealings on behalf of Company or Bank; (ii) whose dealings with Company or Bank are or were coordinated or supervised by Executive; (iii) about whom Executive obtains Confidential Information in the ordinary course of business as a result of Executive’s employment with Employer; or (iv) who receives products or services of Company or Bank, the sale or provision of which directly results or resulted in incentive compensation or commissions for Executive within the two years prior to the Date of Termination.

(r)    “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under
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Section 280G(b)(2) of the Code, as determined by the Determination Firm (as defined in Section 10(b)) for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(s)    “Payment” shall mean any benefit, payment, or distribution made or given by Employer to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise).

(t)    “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association, or other entity or enterprise.

(u)    “Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative, or consultant.

(v)    “Principal Shareholder” means James W. Ayers or his designee(s), and shall include any entity that is directly or indirectly affiliated with the Principal Shareholder.

(w)    “Protected Customer” means any Person to whom Company or Bank has sold its products or services or actively solicited to sell its products or services, and with whom Executive has had Material Contact during the last 24 months of his employment with Employer.

(x)    Protected Work” means any and all ideas, inventions, formulas, Confidential Information, source codes, object codes, techniques, processes, concepts, systems, programs, software, software integration techniques, hardware systems, schematics, flow charts, computer data bases, client lists, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data, and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable, and whether or not subject to copyright or trademark or trade secret protection, conceived, developed or produced by Executive, or by others working with Executive or under the direction of Executive, during the period of Executive’s employment, or conceived, produced or used or intended for use by or on behalf of Employer or its customers.

(y)    “Restricted Period” means a period of 12 months following the Date of Termination.

(z)    “Restricted Territory” means a radius of 50 miles from Executive’s primary office.

(aa)    “Restrictive Covenants” means the restrictive covenants contained in Section 7(b) through 7(j) hereof.

(bb)    “Retirement” means, for purposes of Section 6(b), Executive’s voluntary termination from Employer other than for Good Reason after (i) Executive has attained age 65 or (ii) Executive has attained age 62 and Executive’s age and years of service with Employer totals at least 75.

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2. Effective Date; Term. Upon the terms and subject to the conditions set forth in this Agreement, Employer hereby employs Executive, and Executive hereby accepts such employment, for the term commencing on the Effective Date and, unless otherwise earlier terminated pursuant to Section 5 hereof, the close of business on the third anniversary of the Effective Date (the “Initial Term”). The Initial Term and any and all renewal terms, if any, are referred to together herein as the “Term.” The third anniversary of the Effective Date is referred to herein as the “Term End Date.” Beginning on the initial Term End Date and on each subsequent anniversary of the Term End Date thereafter, the Term shall, without further action by Executive or Employer, be extended by an additional one-year period; provided, however, that either Employer or Executive may cause the Term to cease to extend automatically, by giving written notice to the other not less than 90 days prior to the scheduled expiration of the Term.

3.    Employment; Extent of Service. Executive is hereby employed on the Effective Date as the Chief Banking Officer of Company and Bank. Executive shall have the duties, responsibilities, and authority commensurate with such position and such other duties as may be assigned by the Chief Executive Officer. During the Term of this Agreement, and excluding any periods of vacation or sick leave to which Executive is entitled, Executive agrees to (i) devote substantially all of Executive’s business effort, time, energy, and skill to the business of Employer; (ii) faithfully, loyally, and diligently perform such duties; and (iii) diligently follow and implement all lawful management policies and decisions of Employer that are communicated to Executive. During the Term of this Agreement, Executive shall not, without the consent of Employer, be engaged in or provide services to any other business or enterprise (whether engaged in for profit or not) which interferes with his obligations to Employer under this Agreement. Executive will report directly to the Chief Executive Officer of the Company.

4.     Compensation and Benefits. For the avoidance of doubt, the compensation and benefits provided under this Section 4 shall be in consideration of services rendered to both Company and Bank.

(a)    Base Salary. During the Term, Bank shall pay to Executive a base salary at the rate of $325,000 per year (“Base Salary”), less normal withholdings, payable in accordance with Bank’s payroll practices. The Compensation Committee shall review Executive’s Base Salary annually and may increase the Base Salary based on such review, but may not decrease the Base Salary unless (i) Executive consents in writing to such decrease, or (ii) such decrease is made as part of across-the-board salary reductions affecting all or substantially all similarly-situated employees. Such adjusted salary then shall become Executive’s Base Salary for purposes of this Agreement.

(b)    Retirement Plans. During the Term, Executive shall be entitled to participate in any retirement plans available to other Bank employees similarly situated to Executive (“Peer Executives”), and on the same basis as such Peer Executives, subject to eligibility requirements and terms and conditions of each such plan; provided that nothing herein shall limit the ability of Bank to amend, modify, or terminate any such plans at any time and from time to time.

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(c)    Long-Term Incentive Plans. During the Term, Executive shall be entitled to participate in any long-term or equity incentive plans available to other Peer Executives, and on the same basis as such Peer Executives, subject to eligibility requirements and terms and conditions of each such plan; provided that nothing herein shall limit the ability of Company and/or Bank to amend, modify or terminate any such plans at any time and from time to time. Subject to the vesting and performance requirements as the Compensation Committee may require, effective for grant awards with respect to the performance year commencing January 1, 2021, the initial base value of the Executive’s potential long-term incentive plan award shall equal $250,000 (“Target Incentive Award”), with a maximum payout of 200% of such amount, which number shall be reviewed by the Compensation Committee annually and adjusted based on such review.

(d)    Annual Bonus. During the Term, Executive shall have an opportunity to participate in any short-term or cash incentive plans available to other Peer Executives and based upon the achievement of performance goals established from year to year by the Compensation Committee of Company (the “Annual Bonus”). Subject to the vesting and performance requirements as the Compensation Committee may require, effective for the performance year commencing January 1, 2021, the initial base value of Executive’s potential Annual Bonus shall equal $250,000, with a maximum payout of 150% of such amount, which number shall be reviewed by the Compensation Committee annually and adjusted based on such review. Except as otherwise provided by the Compensation Committee, Executive must be employed by Company and/or Bank on the date the Annual Bonus, if any, is paid in order to receive the Annual Bonus. The Annual Bonus will be paid by March 15 of the year following the year for which it is earned. For purposes of this Agreement, Executive’s maximum Annual Bonus opportunity for any given fiscal year is referred to as the “Target Annual Bonus.”

(e)    Welfare Benefit Plans. During the Term, Executive and Executive’s eligible dependents shall be eligible for participation in the welfare benefit plans, practices, policies, and programs provided by Bank, if any, to the extent available to other Peer Executives and subject to eligibility requirements and terms and conditions of each such plan; provided that nothing herein shall limit the ability of Bank to amend, modify, or terminate any such benefit plans, policies, or programs at any time and from time to time.

(f)    Expenses. During the Term, and subject to Section 12 hereof, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in the course of performing Executive’s duties and responsibilities under this Agreement, in accordance with the policies, practices, and procedures of Bank to the extent available to other Peer Executives with respect to travel and other business expenses.

(g)    Disability Insurance. During the Term, Bank shall provide supplemental long-term disability coverage for Executive to the extent necessary to provide total long-term disability coverage equal to 60% of Executive’s Base Salary.
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5. Termination of Employment. For the avoidance of doubt, if Executive’s employment with Company terminates for any reason under this Section 5, Executive’s employment with Bank shall be deemed terminated for the same reason, and if Executive’s employment with Company terminates for any reason under this Section 5, Executive’s employment with Bank shall be deemed terminated for the same reason.

(a) Termination upon Death. Executive’s employment shall terminate automatically upon Executive’s death. For the avoidance of doubt, termination of Executive’s employment upon the death of Executive under this Section 5(a) shall not be considered a termination without Cause that would entitle Executive to severance under Section 6(a).

(b) Termination by Employer. Employer may terminate Executive’s employment during the Term with or without Cause on written notice to Executive, provided that the written notice of termination with respect to a termination without Cause shall be provided at least 30 days prior to the effective date of such termination.

(c) Termination by Executive. Executive’s employment may be terminated by Executive:
(i)    at any time for Good Reason, provided that (A) before terminating this Agreement and Executive’s employment for Good Reason, (1) Executive shall give notice to Employer of the existence of Good Reason for termination, which notice must be given by Executive to Employer within 90 days of Executive’s discovery of the existence of the condition(s) giving rise to Good Reason for termination and shall state with reasonable detail the condition(s) giving rise to Good Reason for termination, and (2) Employer shall have 30 days from the date of receipt of such notice to remedy the condition(s) giving rise to Good Reason for termination; and (B) such termination must occur within 12 months of the initial existence of the condition(s) giving rise to Good Reason for termination; or

(ii)    at any time without Good Reason, provided that Executive shall give Employer at least 30 days prior written notice of Executive’s intent to terminate.

(d) Notice of Termination. Any termination by Company and/or Bank with or without Cause and any termination by Executive shall be communicated by Notice of Termination to the other Party(ies) hereto given in accordance with Section 16(e) of this Agreement. The failure by Company and/or Bank to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of Company and/or Bank hereunder or preclude the Company and/or Bank from asserting such fact or circumstance in enforcing its rights hereunder. The failure by Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing its rights hereunder.

6. Obligations of Employer upon Termination.

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(a) Resignation for Good Reason; Termination Other Than for Cause, Death, or Disability. During the Term, if (x) Employer terminates Executive’s employment other than for Cause, death, or Disability, or (y) Executive terminates employment for Good Reason, then:

(i)    Bank shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Base Salary through the Date of Termination to the extent not theretofore paid (the “Accrued Salary”); and

(ii)    subject to Section 12 hereof, Bank shall pay to Executive an amount equal to two times the sum of (A) Executive’s then current Base Salary (or, in the case of a termination for Good Reason as defined in Section 1(o)(ii), the Base Salary in effect immediately prior to the diminution in Base Salary giving rise to termination), plus (B) the greater of Executive’s Target Annual Bonus for the fiscal year in which the Date of Termination occurs or Executive’s actual Annual Bonus for the fiscal year prior to the fiscal year in which the Date of Termination occurs (such aggregate payment, the “Severance Amount”), payable in approximately equal monthly installments during the 24-month period following the Date of Termination, commencing on the first payroll date to occur after the 60th day following the Date of Termination; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 6(a)(ii) between the Date of Termination and the first payroll date to occur after the 60th day following the Date of Termination; and

(iii)    if Executive elects to continue participation in any group medical, dental, vision, and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under COBRA, then for a period of 18 months after the Date of Termination (the “Health Benefits Continuation Period”), Bank shall pay to Executive an amount in cash equal to the COBRA cost of such coverage; provided, however, that (1) that if Executive becomes eligible to receive medical benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse through the spouse’s employer), Bank’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (2) the Health Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (3) the Bank-paid portion of the monthly premium for such group health benefits, determined in accordance with Code Section 4980B and the regulations thereunder, shall be treated as taxable compensation by including such amount in Executive’s income in accordance with applicable rules and regulations; (4) during the Health Benefits Continuation Period, the benefits provided in any one calendar year shall not affect the amount of benefits provided in any other calendar year (other than the effect of any overall coverage benefits under the applicable plans); (5) the reimbursement of an eligible taxable expense shall be made as soon as practicable but not later than December 31 of the year following the year in which the expense was incurred; and (6) Executive’s rights pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. The benefit described in this Section 6(a)(iii) is referred to as the “Health Coverage Benefit;” and

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(iv)    to the extent not theretofore paid or provided, Bank shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy, practice, contract, or agreement of Bank and its affiliated companies and in accordance with the terms thereof, including, but not limited to, any expense reimbursements and accrued but unused vacation (which shall be paid out, if at all, in accordance with Bank’s then current written policy regarding accrual and payment for unused vacation pay) (such amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(v)    Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed a separation and full release of claims/covenant not to sue in substantially the form attached hereto as Exhibit A (the “Release Agreement”) and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.

(vi)    Additionally, unless an award agreement for an equity award granted after the Effective Date of this Agreement expressly states that this provision shall not apply, all of Executive’s then outstanding equity-based awards shall not be forfeited on Executive’s Date of Termination and shall become fully vested (to the extent not previously vested) on the 60th day after the Date of Termination. In the case of any equity-based awards the scheduled vesting of which is, in whole or in part, contingent upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved at the maximum potential target. The accelerated vesting that occurs pursuant to the terms of this clause (vi) is herein referred to as the “Accelerated Vesting.” To the extent necessary, this provision shall be deemed an amendment of each outstanding equity-based award.

(b)    Termination for Cause; Resignation by Executive other than Resignation for Good Reason; Death. If during the Term Executive’s employment is terminated by Employer for Cause, by Executive other than for Good Reason, or in the event of Executive’s death, then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive or Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the Date of Termination, and payments of Other Benefits, as applicable. Notwithstanding the above, if Executive’s employment is terminated by Executive’s death or upon Executive’s Retirement, Executive’s then outstanding equity-based awards shall be subject to the Accelerated Vesting as provided Section 6(a)(vi).

(c)    Non-Renewal of Agreement

(i)    If Employer elects not to renew the Term pursuant to Section 2 hereof, and within the 12 months following the expiration of such Term (the “Non-Renewal Hold
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Period”), Employer terminates Executive’s employment other than for Cause, death, or Disability, then, notwithstanding the expiration of the Term and subject to Section 12 hereof, Bank shall pay to Executive the Severance Amount, payable pursuant to the payment schedule set forth in Section 6(a)(ii) hereof, and the Health Coverage Benefit as set forth in Section 6(a)(iii) (“Non-Renewal Severance”). Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi). Notwithstanding the foregoing, Bank shall be obligated to provide the Severance Amount and Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have executed the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount shall cease immediately upon Executive’s breach thereof. At the conclusion of the Non-Renewal Hold Period, if Employer has not paid or become obligated to pay Non-Renewal Severance, then the restrictions contained in Section 7(c) shall not apply in the event of Executive’s subsequent termination of employment.

(ii)    If Executive elects not to renew the Term pursuant to Section 2 hereof, and following the expiration of such Term, Executive’s employment with Employer terminates, then Employer shall have no further obligations to Executive or Executive’s legal representatives under this Agreement, other than for payment of Accrued Salary which shall be paid to Executive in a lump sum in cash within 30 days after the Date of Termination, and payment or provision of Other Benefits, as applicable.

(d)    Termination for Disability. During the Term, if Employer terminates Executive’s employment for Disability of Executive, then Employer shall give Executive 30 days’ prior notice of its intent to terminate and Executive’s employment shall terminate on the 30th day after receipt of such notice (the “Disability Effective Date”), in which event, Bank shall pay to Executive a lump sum amount equal to six months of the Executive’s then current Base Salary, plus one-half of the Target Annual Bonus for the fiscal year in which the Disability Effective Date occurs, with such amount payable in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank.

(e)    Termination following a Change in Control. If, within 12 months following a Change in Control, (x) Employer (or any successor to Employer) terminates Executive’s employment other than for Cause, or (y) Executive terminates employment for Good Reason, then:

(i) Bank (or its successor) shall pay to Executive in a lump sum in cash within 30 days after the Date of Termination, the exact payment date to be determined by Bank, Executive’s Accrued Salary;

(ii) subject to Section 12 hereof, Bank (or its successor) shall pay to Executive an amount equal to the Severance Amount, payable in a lump sum in cash on the 60th day following the Date of Termination;

(iii)    if Executive elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s
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eligible dependents would be entitled under COBRA, then during the Health Benefits Continuation Period, Bank (or its successor) shall pay to Executive the Health Coverage Benefit;

(iv)    to the extent not theretofore paid or provided, Bank (or its successor) shall timely pay or provide to Executive any Other Benefits.

(v)    Notwithstanding the foregoing, Bank (or its successor) shall be obligated to provide the Severance Amount and the Health Coverage Benefit only if (A) within 45 days after the Date of Termination Executive shall have the Release Agreement and such Release Agreement shall not have been revoked within the revocation period specified in the Release Agreement, and (B) Executive fully complies with the obligations set forth in Section 7 hereof. For the avoidance of doubt, if Executive does not comply with the obligations set forth in Section 7 hereof, then payment of the Severance Amount and the Health Coverage Benefit shall cease immediately upon Executive’s breach thereof.

(vi)    Additionally, any unvested equity awards held by Executive shall be subject to Accelerated Vesting as and to the extent set forth in Section 6(a)(vi).

(f) Resignations. If Executive is a member of the board of directors of Company, the board of directors of Bank, or the board of directors of any subsidiary of Company or Bank, then termination of Executive’s employment hereunder for any reason whatsoever shall constitute Executive’s resignation from such boards of directors and as resignation as an officer of Bank, Company, and of any of the subsidiaries for which Executive serves as an officer.

7. Restrictive Covenants. For the avoidance of doubt, except as expressly set forth herein, the Restrictive Covenants contained in this Section 7, as well as any other provisions of this Agreement necessary to interpret or enforce the Restrictive Covenants, shall survive termination of this Agreement and/or termination of Executive’s employment for any reason, and shall continue to be in full force and effect in accordance with their terms.

(a)    Acknowledgments.

(i)    Condition of Employment and Other Consideration. Executive acknowledges and agrees that Executive has received good and valuable consideration for entering into this Agreement.

(ii)    Access to Confidential Information, Relationships, and Goodwill. Executive acknowledges and agrees that Executive is being provided and entrusted with Confidential Information, including highly confidential customer information that is subject to extensive measures to maintain its secrecy by Employer, is not known in the trade or disclosed to the public, and would materially harm Employer’s legitimate business interests if it was disclosed or used in violation of this Agreement. Executive also acknowledges and agrees that Executive is being provided and entrusted with access to Employer’s customer and employee relationships and goodwill. Executive further acknowledges and agrees that the Employer would not provide access to the Confidential Information, customer and employee relationships, and goodwill in the absence of
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Executive’s execution of and compliance with this Agreement. Executive further acknowledges and agrees that the Employer’s Confidential Information, customer and employee relationships, and goodwill are valuable assets of Employer and are legitimate business interests that are properly subject to protection through the covenants contained in this Agreement.

(iii)    Potential Unfair Competition. Executive acknowledges and agrees that as a result of Executive’s employment with Employer, Executive’s knowledge of and access to Confidential Information, and relationships with Employer’s customers and employees, Executive would have an unfair competitive advantage if Executive were to engage in activities in violation of this Agreement.

(iv)    Voluntary Execution. Executive acknowledges and affirms that Executive has executed this Agreement voluntarily, has read this Agreement carefully, and had a full and reasonable opportunity to consider this Agreement (including an opportunity to consult with legal counsel), and that Executive has not been pressured or in any way coerced, threatened, or intimidated into signing this Agreement.

(b)    Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally
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or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(c)    Non-Competition. Except as provided herein, Executive agrees that, during the Restricted Period, Executive will not, without prior written consent of Employer, directly or indirectly (i) carry on or engage in Competitive Services within the Restricted Territory on Executive’s own behalf or on behalf of any Person or any Principal or Representative of any Person, or (ii) own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship, or partnership form or otherwise, where such business is engaged in the provision of Competitive Services within the Restricted Territory; provided that nothing herein shall prohibit Executive from (A) working or consulting for, owning, managing, operating or participating in the ownership, management or operation of Clayton Homes (or any successor) so long as Executive does not directly engage in lending or other activities that compete with any business of Bank, or (B) being a passive owner of not more than five percent of the outstanding securities of any publicly traded company engaged in the Competitive Services, so long as Executive does not serve on the board of directors of such company and does not engage in the management of such company. The restrictions contained in this Section 7(c) shall not apply in the event that the Date of Termination occurs in connection with or subsequent to a Change in Control.

(d)    Non-Solicitation of Protected Customers. Executive agrees that, during the Restricted Period, Executive shall not, without the prior written consent of Employer, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any Person, solicit, divert, or attempt to solicit or divert a Protected Customer for the purpose of engaging in, providing, or selling Competitive Services.

(e)    Non-Recruitment of Employees and Independent Contractors. Executive agrees that during the Restricted Period, Executive shall not, without the prior written consent of Employer, directly or indirectly, whether on Executive’s own behalf or as a Principal or Representative of any Person, solicit or induce or attempt to solicit or induce any employee or individual independent contractor of Employer to terminate an employment relationship with Employer or to enter into employment or independent contractor relationship with Executive or any such other Person. Notwithstanding the foregoing, the provisions of this Section 7(e) shall not be violated by general advertising or solicitation not specifically targeted at employees or independent contractor of Employer, or actions taken by any person or entity with which Executive is associated if Executive is not personally involved in any manner in the matter and has not identified such employee for soliciting or hiring and has not provided any information regarding the employee’s qualifications.

(f)    Proprietary Rights.

(i)    Ownership and Assignment of Protected Works. Executive agrees that any and all Confidential Information and Protected Works are the sole property of Employer,
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and that no compensation in addition to Executive’s compensation hereunder is due to Executive for development or transfer of such Protected Works. Executive agrees that Executive shall promptly disclose in writing to Employer the existence of any Protected Works. Executive hereby assigns and agrees to assign all of Executive’s rights, title, and interest in any and all Protected Works, including all patents or patent applications, and all copyrights therein, to Employer. Executive shall not be entitled to use Protected Works for Executive’s own benefit or the benefit of anyone except Employer without written permission from Employer and then only subject to the terms of such permission. Executive further agrees that Executive will communicate to Employer any facts known to Executive and testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute all divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications, all assignments, all registration applications, and all other instruments or papers to carry into full force and effect the assignment, transfer, and conveyance hereby made or to be made and generally do everything possible for title to the Protected Works and all patents or copyrights or trademarks or service marks therein to be clearly and exclusively held by Employer. Executive agrees that Executive will not oppose or object in any way to applications for registration of Protected Works by Employer or others designated by Employer. Executive agrees to exercise reasonable care to avoid making Protected Works available to any third party and shall be liable to Employer for all damages and expenses, including reasonable attorneys’ fees, if Protected Works are made available to third parties by Executive without the express written consent of Employer.

Anything herein to the contrary notwithstanding, Executive will not be obligated to assign to Employer any Protected Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Executive’s own time, unless (A) the invention relates (1) directly to the business of Employer, or (2) to the Employer’s actual or demonstrably anticipated research or development; or (B) the invention results from any work performed by Executive for Employer. Executive likewise will not be obligated to assign to Employer any Protected Work that is conceived by Executive after Executive leaves the employ of Employer, except that Executive is so obligated if the same relates to or is based on Confidential Information to which Executive had access by virtue of employment with Employer. Similarly, Executive will not be obligated to assign any Protected Work to Employer that was conceived and reduced to practice prior to Executive’s employment with Employer, regardless of whether such Protected Work relates to or would be useful in the business of Employer. Executive acknowledges and agrees that there are no Protected Works conceived and reduced to practice by Executive prior to his employment with Employer.

(ii)    No Other Duties. Executive acknowledges and agrees that there is no other contract or duty on the part of Executive now in existence to assign Protected Works to anyone other than Employer.

(iii)    Works Made for Hire. Employer and Executive acknowledge that in the course of Executive’s employment with Employer, Executive may from time to time create for Employer copyrightable works. Such works may consist of manuals, pamphlets, instructional materials, computer programs, software, software integration techniques, software codes, and data, technical data, photographs, drawings, logos,
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designs, artwork, or other copyrightable material, or portions thereof, and may be created within or without Employer’s facilities and before, during or after normal business hours. All such works related to or useful in the business of Employer are specifically intended to be works made for hire by Executive, and Executive shall cooperate with Employer in the protection of Employer’s copyrights in such works and, to the extent deemed desirable by Employer, the registration of such copyrights.

(g)    Return of Materials. Executive agrees to not retain or destroy (except as set forth below), and to immediately return to Employer on or prior to the Date of Termination, or at any other time Employer requests such return, any and all property of Employer that is the possession of Executive or subject to Executive’s control, including, but not limited to, keys, credit and identification cards, equipment, customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, computers, mobile devices, other electronic media, all other files and documents relating to Employer and its business (regardless of form, but specifically including all electronic files and data of Employer), together with all Protected Works and Confidential Information belonging to Employer or that Executive received from or through his employment with Employer. Executive will not make, distribute, or retain copies of any such information or property. To the extent that Executive has electronic files or information in Executive’s possession or control that belong to Employer, contain Confidential Information, or constitute Protected Works (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or prior to the Date of Termination, or at any other time Employer requests, Executive shall (i) provide Employer with an electronic copy of all of such files or information (in an electronic format that readily accessible by Employer); (ii) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Employer-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (iii) provide a written certification to Employer that the required deletions have been completed and specifying the files and information deleted and the media source from which they were deleted.

(h)    Enforcement of Restrictive Covenants. For the avoidance of doubt, nothing in this Section 7(i) limits the remedies available to Employer under Section 14 hereof.

(i)    Rights and Remedies Upon Breach. The Parties specifically acknowledge and agree that the remedy at law for any breach of the Restrictive Covenants will be inadequate, and that in the event Executive breaches any of the Restrictive Covenants, Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Executive from violating the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach of the Restrictive Covenants would cause irreparable injury to Employer and that money damages would not provide an adequate remedy to Employer. Executive understands and agrees that if he materially violates any of the obligations set forth in the Restrictive Covenants, the Restricted Period shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the Restricted
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Period. If Employer does not substantially prevail in such litigation, the Restricted Period shall be deemed to have continued to run during the litigation. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Employer at law or in equity. Employer’s ability to enforce its rights under the Restrictive Covenants or applicable law against Executive shall not be impaired in any way by the existence of a claim or cause of action on the part of Executive based on, or arising out of, this Agreement or any other event or transaction.

(ii)    Severability and Modification of Covenants. Executive acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The Parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Restrictive Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Restrictive Covenants, or any other provision of this Section 7, be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Restrictive Covenant. If any of the provisions of the Restrictive Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of Employer’s legitimate business interests and may be enforced by Employer to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

(i)    Existing Covenants. Executive represents and warrants that Executive’s employment with Employer does not and will not breach any agreement that Executive has with any former employer to keep in confidence proprietary or confidential information or not to compete with any such former employer. Executive will not disclose to Employer or use on its behalf any proprietary or confidential information of any other party required to be kept confidential by Executive.

(j)    Disclosure of Agreement. Executive acknowledges and agrees that, during the Restricted Period, Executive will disclose the existence and terms of the Protective Covenants in Section 7 of this Agreement to any prospective employer or business partner, within the Restricted Territory prior to entering into an employment, partnership, or other business relationship with such prospective employer or business partner. Executive further agrees that Employer shall have the right to make any such prospective employer or business partner of Executive within the Restricted Territory aware of the existence and terms of the Protective Covenants in Section 7 of this Agreement.

8.    Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any employee benefit plan, program, policy, or practice provided by Employer and for which Executive may qualify, except as specifically provided herein. Amounts that are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice, or program of Employer at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, or program except as explicitly modified by this Agreement.
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9.    Full Settlement; No Mitigation. Employer’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which Employer may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment. For the avoidance of doubt, nothing in this Section 9 shall impact Employer’s remedy of recoupment set forth in Section 14 hereof.

10.     Mandatory Reduction of Payments in Certain Events.

(a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any Payment would, if paid, be subject to any Excise Tax, then, prior to the making of any Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

(b)    All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by a nationally recognized accounting firm or compensation consulting firm mutually acceptable to Employer and Executive (the “Determination Firm”) which shall provide detailed supporting calculations to Employer and Executive within 15 business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Determination Firm shall be binding upon Employer and Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which Executive was entitled to, but did not receive pursuant to Section 10(a), could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Employer to or for the benefit of Executive but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(c)    In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force
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or effect. In the event the provisions of Code Section 280G and 4999 are modified, this Section 10 shall be modified accordingly.

11. Successors.

(a)    This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)    This Agreement can be assigned by Company and/or Bank only to a subsidiary or successor and shall be binding and inure to the benefit of Company and Bank, and their successors and assigns. The Company and/or Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.

12. Code Section 409A.

(a)    General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither Company nor Bank, nor their directors, officers, employees, or advisers, shall be held liable for any taxes, interest, penalties, or other monetary amounts owed by Executive as a result of the application of Section 409A of the Code.

(b)    Definitional Restrictions. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, such Non-Exempt Deferred Compensation will not be payable or distributable to Executive, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such payment event meet any description or definition of “change in control event” or “separation from service,” as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Non-Exempt Deferred Compensation termination of employment, however defined. If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, or the application of a different form of payment, then, subject to subsection (c) below, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.

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(c)    Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which Executive is a specified employee (as determined by Employer in accordance with Section 409A of the Code and Treasury Regulations § 1.409A-3(i)(2)), then, subject to any permissible acceleration of payment by Employer under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Executive’s separation from service (or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

(d)    Treatment of Installment Payments. Each payment of termination benefits under this Agreement, including but not limited to Section 6, shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code.

(e)    Timing of Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on Executive’s execution of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after the Date of Termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then such payment or benefit (including any installment payments) that would have otherwise been payable during such 60-day period shall be accumulated and paid on the 60th day after the Date of Termination provided such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, Employer may elect to make or commence payment at any time during such period.

(f)    Timing of Reimbursements and In-kind Benefits. If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

(g)    Permitted Acceleration. Employer shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4) to Executive of deferred amounts, provided that such distribution meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).

13. Regulatory Action.

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(a)    If Executive is removed and/or permanently prohibited from participating in the conduct of Bank’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order.

(b)    If Executive is suspended and/or temporarily prohibited from participating in the conduct of Bank’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), all obligations of Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer shall reinstate (in whole or in part) any of its obligations which were suspended.

(c)    If Bank is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default.

(d)    All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of Bank (1) by the director of the FDIC or his or her designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Bank under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Bank when Bank is determined by the Director to be in an unsafe and unsound condition.

14.    Compensation Recoupment Policy. Any incentive compensation, including, but not limited to, cash-based and equity-based compensation, awarded to Executive by Employer shall be subject to any written compensation recoupment policy that the Compensation Committee may adopt from time to time that is applicable by its terms to Executive. In addition, the Compensation Committee may specify in any written documentation memorializing an incentive award that Executive’s rights, payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to: (i) termination of employment for Cause, (ii) violation of material Company or Bank policies, (iii) breach of noncompetition, confidentiality, or other restrictive covenants, (iv) other conduct by Executive that is detrimental to the business or reputation of the Employer, or (v) a later determination that the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture, and recoupment rights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.

15.    Indemnification. Employer shall indemnify Executive for liabilities incurred by Executive while acting in good faith as an officer to the fullest extent provided for any other officer of Employer. To the extent that Employer maintains director and officer liability insurance, such insurance shall cover Executive to the same extent as any other officer of Employer.

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16.    Miscellaneous.

(a)    Applicable Law; Consent to Arbitration. Employer and Executive agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Tennessee without giving effect to its conflicts of law principles. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators sitting in a location selected by Executive within fifty (50) miles from the headquarters location of the Bank, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

(b)    Non-Duplication. Notwithstanding anything to the contrary in this Agreement, and except as specifically provided below, any severance payments or benefits received by Executive pursuant to this Agreement shall be in lieu of any general severance policy or other severance plan maintained by Employer (other than a stock option, restricted stock, share or unit, performance share or unit, supplemental retirement, deferred compensation, or similar plan or agreement which may contain provisions operative on a termination of Executive’s employment or may incidentally refer to accelerated vesting or accelerated payment upon a termination of employment).

(c)    Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(d)    Amendments. This Agreement may not be amended or modified otherwise than-by a written agreement executed by the Parties or their respective successors and legal representatives.

(e)    Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party(ies) or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to Executive:
On file with Bank
If to Company and/or Bank:
211 Commerce Street
Suite 300
Nashville, Tennessee 37201
Attention: General Counsel

or to such other address as a Party shall have furnished to the other Party(ies) in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(f)    Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
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(g)    Withholding. Employer may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(h)    Waivers. Failure of any Party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the Party making the waiver.

(i)    Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and, from and after the date hereof, this Agreement shall supersede any other agreement, written or oral, between the Parties relating to the subject matter of this Agreement, including but not limited to any prior discussions, understandings, letters, and/or agreements between the Parties, written or oral, at any time (expressly including, but not limited to, any confidentiality, non-solicitation, non-recruitment, and/or non-competition agreements Executive has previously entered into with Bank or Company); provided, however, that the foregoing shall not be construed to limit any restrictive covenants set forth in an equity award agreement entered into by the Executive after the Effective Date.

(j)    Construction. The Parties understand and agree that because they have been given the opportunity to have counsel review and revise this Agreement, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Instead, the language of all parts of this Agreement shall be construed as a whole, and according to its fair meaning, and not strictly for or against any Party.

(k)    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

(l)    Survival. The rights and obligations of the Parties under Sections 6, 7, 10, 12, 14, 15, 16 shall survive the expiration and/or termination of this Agreement and the termination of Executive’s employment hereunder for the periods expressly designated in such sections or, if no such period is designated, for the maximum period permissible under applicable law.


[signature page follows]


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IN WITNESS WHEREOF, the Parties hereby signify their agreement to these terms by their signatures below, as of the date written on the first page of this Agreement.

TRAVIS K. EDMONDSON


________________________________________
Travis K. Edmondson


FIRSTBANK


________________________________________
Christopher T. Holmes
President and Chief Executive Officer


FB FINANCIAL CORPORATION


________________________________________
Christopher T. Holmes
President and Chief Executive Officer





















[Edmondson - Employment Agreement Signature Page]


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Exhibit A – Form of Release

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of the Effective Date, as defined in Paragraph 6 hereof, by and between FB Financial Corporation (the “Holding Company”), FirstBank, a Tennessee bank and wholly-owned subsidiary of the Holding Company (the “Bank” and, together with the Holding Company, the “Company”) and Travis K. Edmondson (“Executive”). Together, the Company, the Bank and Executive may be referred to hereinafter as the “Parties”.

In consideration of the payments, covenants and releases described below, and in consideration of other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the Company, the Bank and Executive agree as follows:

1.    Separation from Employment. Executive’s employment with Company and Bank ended on [______] (the “Termination Date”). To the extent not already paid to Executive, within 30 days of the Termination Date, the Bank shall pay to Executive (a) all accrued but unpaid Base Salary (as defined in the Employment Agreement among the Parties) through the Termination Date; (b) reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Bank policy prior to the Termination Date; and (c) to the extent required by the Bank’s policy regarding accrual and payment for unused vacation pay, cash in lieu of any accrued but unused vacation through the Termination Date. Additionally, the Bank shall timely pay to Executive any benefits accrued or payable to Executive under the Bank’s benefit plans (in accordance with the terms of such benefit plans). Executive will receive by separate letter information regarding Executive’s rights regarding continuation of health insurance under Section 4980B of the Internal Revenue Code (“COBRA”), and to the extent that Executive has such rights, nothing in this Agreement will change or impair those rights.

2. Separation Obligations of the Company. In consideration of Executive’s promises contained in this Agreement, the Company agrees to provide the severance as set forth in Section 6 of the Employment Agreement (as defined in Paragraph 7 hereof), subject to the requirements and limitations set forth therein. The Parties acknowledge and agree that the payments and benefits set forth in this Paragraph 2 exceed any and all actions, pay, and benefits that the Company might otherwise have owed to Executive by contract or law, and that the payments and benefits set forth in this Paragraph 2 constitute good, valuable, and sufficient consideration for Executive’s release and agreements herein. The Company’s obligation to provide the payments and benefits set forth in this Paragraph 2 is expressly contingent on Executive executing and not revoking this Agreement pursuant to Paragraph 6 below. The Bank’s obligation to make the payments set forth herein shall cease upon Executive’s breach of this Agreement or the surviving provisions of Executive’s Employment Agreement as provided in Paragraph 7 below.

3. General Release of Claims and Covenant Not To Sue.

a. General Release of Claims. In consideration of the payments made to Executive by the Bank and the promises contained in this Agreement, Executive on behalf of himself and Executive’s agents and successors in interest, hereby UNCONDITIONALLY RELEASES AND DISCHARGES the Company, its successors, subsidiaries, parent companies, assigns, joint ventures, and affiliated companies and their respective agents, legal representatives, shareholders, attorneys, employees, members,
26

managers, officers and directors (collectively, the “Releasees”) from ALL CLAIMS, LIABILITIES, DEMANDS AND CAUSES OF ACTION which Executive may by law release, as well as all contractual obligations not expressly set forth in this Agreement, whether known or unknown, fixed or contingent, that Executive may have or claim to have against any Releasee for any reason as of the date of execution of this Agreement. This release includes, but is not limited to, claims arising under federal, state, or local laws prohibiting employment discrimination; claims arising under severance plans and contracts; and claims growing out of any legal restrictions on the Company’s rights to terminate its employees or to take any other employment action, whether statutory, contractual, or arising under common law or case law. Executive specifically acknowledges and agrees that Executive is releasing any and all rights under federal, state and local employment laws including without limitation the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans With Disabilities Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the anti-retaliation provisions of the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Occupational Safety and Health Act, the Worker Adjustment and Retraining Notification Act, the Employee Polygraph Protection Act, the Fair Credit Reporting Act, and any and all other local, state, and federal law claims arising under statute or common law. It is agreed that this is a general release and it is to be broadly construed as a release of all claims, except those that cannot be released by law. For the avoidance of doubt, notwithstanding the above, Executive does not release Releasees from (i) any rights or claims based on events that occur after Executive executes this Agreement or (ii) any rights or claims arising under this Agreement, including without limitation any rights to benefits accrued or payable to Executive under the Company’s benefit plans.

b. Covenant Not to Sue. Except as expressly set forth in Paragraph 4 below, Executive further hereby AGREES NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement.

c. Acknowledgement Regarding Payments and Benefits. Executive acknowledges and agrees that Executive has been paid all wages and accrued benefits to which Executive is entitled through the date of execution of this Agreement. Other than the payments set forth in this Agreement (including any benefits accrued or payable to Executive under the Bank’s benefit plans (in accordance with the terms of such benefit plans)), the Parties agree that the Company owes no additional amounts to Executive for wages, back pay, severance pay, bonuses, damages, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason.

d. Other Representations and Acknowledgements. This Agreement is intended to and does settle and resolve all claims of any nature that Executive might have against the Company arising out of their employment relationship or the termination of employment or relating to any other matter, except those that cannot be released by law. By signing this Agreement, Executive acknowledges that Executive is doing so knowingly and voluntarily, that Executive understands that Executive may be releasing claims Executive may not know about, and that Executive is waiving all rights Executive may have had under any law that is intended to protect Executive from waiving unknown claims. Executive warrants that Executive has not filed any notices, claims, complaints, charges, or lawsuits of any kind whatsoever against the Company or any of the Releasees as of the date of execution of this Agreement. This Agreement shall not in any way be construed as an admission by the Company or any of the Releasees of wrongdoing or liability or that Executive has any rights against the Company or any of the Releasees. Executive represents and agrees that Executive has not transferred or assigned, to any person or entity, any claim that Executive is releasing in this Paragraph 3.

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4. Protected Rights. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual. However, based on Executive’s release of claims set forth in Paragraph 3 of this Agreement, Executive understands that Executive is releasing all claims that Executive may have, as well as, to the extent permitted by applicable law, Executive’s right to recover monetary damages or obtain other relief that is personal to Executive in connection with any claim Executive is releasing under this Agreement.

5. Acknowledgment. The Company hereby advises Executive to consult with an attorney prior to executing this Agreement and Executive acknowledges and agrees that the Company has advised, and hereby does advise, Executive of Executive’s opportunity to consult an attorney or other advisor and has not in any way discouraged Executive from doing so. Executive expressly acknowledges and agrees that Executive has been offered at least [21] days to consider this Agreement before signing it, that Executive has read this Agreement and Release carefully, and that Executive has had sufficient time and opportunity to consult with an attorney or other advisor of Executive’s choosing concerning the execution of this Agreement. Executive acknowledges and agrees that Executive fully understands that the Agreement is final and binding, that it contains a full release of all claims and potential claims, and that the only promises or representations Executive has relied upon in signing this Agreement are those specifically contained in the Agreement itself. Executive acknowledges and agrees that Executive is signing this Agreement voluntarily, with the full intent of releasing the Company from all claims covered by Paragraph 3.

6. Revocation and Effective Date. The Parties agree Executive may revoke the Agreement at will within seven days after Executive executes the Agreement by giving written notice of revocation to Company. Such notice must be delivered to [______] and must actually be received by [______] at or before the above-referenced seven-day deadline. The Agreement may not be revoked after the expiration of the seven-day deadline. In the event that Executive revokes the Agreement within the revocation period described in this Paragraph 6, this Agreement shall not be effective or enforceable, and all rights and obligations hereunder shall be void and of no effect. Assuming that Executive does not revoke this Agreement within the revocation period described above, the effective date of this Agreement (the “Effective Date”) shall be the eighth day after the day on which Executive executes this Agreement.

7. Termination of Employment Agreement; Survival of Protective Covenants. Executive acknowledges and agrees that the Employment Agreement executed by the Parties on or about [__________] (the “Employment Agreement”) is hereby terminated, without further action by the Parties, as of the Termination Date and shall be of no further force and effect, and that except as expressly set forth in this Agreement, the Company shall have no continuing obligations to Executive under the Employment Agreement; provided, however, that Sections 6, 7, 9, 10, 12, 14, 15, and 16 shall survive and remain in full force and effect in accordance with their terms.

8. Confidentiality of Agreement. Executive agrees not to disclose the underlying facts that led up to this Agreement or the terms, amount, or existence of this Agreement or the benefits Executive is
28

receiving under this Agreement to anyone other than a member of Executive’s immediate family, attorney, or other professional advisor and, even as to such a person, only if the person agrees to honor this confidentiality requirement. Such a person’s violation of this confidentiality requirement will be treated as a violation of this Agreement by Executive. This Paragraph 8 does not prohibit Executive from disclosing the terms, amount, or existence of this Agreement to the extent necessary legally to enforce this Agreement. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that has been filed by the Company with the Securities and Exchange Commission and is publicly available or that is required to be disclosed by law, court order, other valid and appropriate legal process, or a valid request by a Government Agency.

9. Final Agreement. This Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof, and supersedes all prior agreements between the Parties, except as set forth in Paragraph 7 above. The Parties agree that this Agreement may not be modified except by a written document signed by both Parties. The Parties agree that this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Tennessee without giving effect to its conflict of law principles.

11. Waiver. The failure of either party to enforce any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision. Any waiver of any provision of this Agreement must be in a writing signed by the party making such waiver. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

12. No Reemployment. Executive agrees that by signing this Agreement, Executive relinquishes any right to employment or reemployment with the Company or any of the Releasees. Executive agrees that Executive will not seek, apply for, accept, or otherwise pursue employment with the Company or any of the Releasees, and acknowledges that if Executive reapplies for or seeks employment with the Company or any of the Releasees, the Company’s or any of the Releasees’ refusal to hire Executive based on this Paragraph 12 shall provide a complete defense to any claims arising from Executive’s attempt to obtain employment.

The Parties hereby signify their agreement to these terms by their signatures below.

EXECUTIVE

_____________________________________
Travis K. Edmondson
Date:


FB FINANCIAL CORPORATION


_____________________________________
Name:
Title:
29

Date:

FIRSTBANK


_____________________________________
Name:
Title:
Date:

30

EXHIBIT 31.1
 
FB FINANCIAL CORPORATION
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Christopher T. Holmes, certify that
1.I have reviewed this quarterly report on Form 10-Q of FB Financial Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2022
 /s/ Christopher T. Holmes
  Christopher T. Holmes
  President and Chief Executive Officer
  (Principal Executive Officer)
 

EXHIBIT 31.2
 
FB FINANCIAL CORPORATION
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Michael M. Mettee, certify that:
1.I have reviewed this quarterly report on Form 10-Q of FB Financial Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
    (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
    (b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
    (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
    (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 10, 2022
 /s/ Michael M. Mettee
  Michael M. Mettee
  Chief Financial Officer
  (Principal Financial Officer)

EXHIBIT 32.1
 
FB FINANCIAL CORPORATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the quarterly report on Form 10-Q for the quarter ended ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), of FB Financial Corporation (the “Company”), each of the undersigned officers of the Company hereby certify,  in  their capacity as an executive officer of the Company,  pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:
 
(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
(2)      The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
   
Date: May 10, 2022 /s/ Christopher T. Holmes
  Christopher T. Holmes
  President and Chief Executive Officer
  (Principal Executive Officer)
   
Date: May 10, 2022 /s/ Michael M. Mettee
  Michael M. Mettee
  Chief Financial Officer
  (Principal Financial Officer)